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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 4.625% Convertible Senior Notes Due November 15,2026 | (1) (2) | 02/27/2009 | P | 35,000,000 | 10/15/2026(3) | 11/12/2026(3) | Common Stock | (1) (2) | $ 24,958,650 | 35,000,000 | I | Purchased by Inland American (4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GOODWIN DANIEL L 2901 BUTTERFIELD RD OAK BROOK, IL 60523 |
X | X | ||
| /s/Daniel L. Goodwin | 03/05/2009 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The formula used to calculate a conversion settlement is specified in the indenture, dated November 13, 2006 by and between the Issuer and LaSalle Bank National Association, as the trustee (the "Indenture") attached as Exh. 4.1 to the Issuer's Form 8-K filed with the SEC on 11/16/06. Generally,upon conversion the Issuer will deliver: (1) cash equal to the lesser of (a) the principal amount of the notes surrendered for conversion and (b) the conversion value, and (2) if the conversion value is greater than the principal amount, the Issuer will deliver at its discretion (i)an amount in cash or (ii) a number of shares of IRC common stock calculated according to a formula specified in the Indenture with an aggregatge value equal to the difference. |
| (2) | The conversion value for each $1,000 principal amount of notes generally is equal to the product of (1) the conversion rate then in effect and (2) the average closing sale price of the Issurer's common stock over the twenty consecutive trading days commencing on the third trading day following the date the notes are tendered for conversion. The initial conversion rate for each $1,000 principal amount of notes is 48.2824 shares of IRC common stock. The initial conversion rate is subject to adjustment in certain circumstances specified in the Indenture. |
| (3) | Holders of the notes may convert their notes (i) at any time on or after October 15, 2026 but prior to the close of business on the second business day prior to maturity and (ii)at other times if certain events specified in the Indenture occur. Holders of notes may also require the Issurer to repurchase their notes prior to the maturity date on certain specified dates and upon certain events specified in the Indenture. |
| (4) | The notes are owned directly by Inland American Real Estate Trust, Inc.("American"). Mr. Goodwin directly and indirectly owns shares of American common stock. The convertible notes owned by American are held in an account over which Americn shares investment discretion with Inland Investment Advisors, Inc.("Adviser"). Adviser is a direct wholly owned subsidiary of Inland Real Estate Investment Corporation ("IREIC"). IREIC is a direct wholly owned subsidiary of The Inland Group Inc. ("TIGI"). Mr. Goodwin is the controlling shareholder of TIGI and a director and member of the three-person investment committee of Adviser. Mr. Goodwin disclaims beneficial ownership of the convertivle notes except to the extent of (1) his proportional ownership of American and (2) his exercise of investmetn control with respect to the convertible notes. |