SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:		3235-0287
Expires:	February 28, 2011
Estimated average burden
hours per response		0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MCCLAIN DEREK R

(Last)

(First)

(Middle)

2001 ROSS AVENUE

SUITE 3400

(Street)

DALLAS

75201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TRAMMELL CROW CO [ TCC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CFO

3. Date of Earliest Transaction (Month/Day/Year)
12/20/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/20/2006		D		100,966	D	$49.51	0 ^{( 1 )}	D
Common Stock	12/20/2006		D		4,882.174	D	$49.51	0 ^{( 2 )}	I	By 401(k) Plan
Common Stock	12/20/2006		D		160	D	$49.51	0 ^{( 3 )}	I	By IRA

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$13.9	12/20/2006		D			57,500	05/24/2003 ^{( 4 )}	05/24/2009	Common Stock	57,500	$35.61	0	D
Stock Option (right to buy)	$10.47	12/20/2006		D			10,000	06/26/2002 ^{( 5 )}	06/26/2008	Common Stock	10,000	$39.04	0	D
Stock Option (right to buy)	$10.2	12/20/2006		D			60,000	05/25/2002 ^{( 6 )}	05/25/2008	Common Stock	60,000	$39.31	0	D
Stock Option (right to buy)	$11.438	12/20/2006		D			15,000	03/08/2003 ^{( 7 )}	03/08/2010	Common Stock	15,000	$38.072	0	D
Stock Option (right to buy)	$11.438	12/20/2006		D			25,000	03/08/2001 ^{( 8 )}	03/08/2010	Common Stock	25,000	$38.072	0	D
Stock Option (right to buy)	$17.438	12/20/2006		D			9,005	05/05/2000 ^{( 9 )}	05/05/2009	Common Stock	9,005	$32.072	0	D
Stock Option (right to buy)	$18.063	12/20/2006		D			15,149	02/18/2000 ^{( 10 )}	02/18/2009	Common Stock	15,149	$31.447	0	D
Stock Option (right to buy)	$26.625	12/20/2006		D			13,143	01/31/1999 ^{( 11 )}	01/31/2008	Common Stock	13,143	$22.885	0	D

Explanation of Responses:

1. The shares were disposed of upon the merger of A-2 Acquisition Corp. with and into the Issuer (the "Merger") pursuant to an agreeement and plan of merger by and among the Issuer, CB Richard Ellis Group, Inc., and A-2 Acquisition Corp. (the "Merger Agreement"). Of the shares disposed of upon the Merger, 66,643 shares were shares of restricted stock that fully vested at the effective time of the Merger and 2,995 shares were shares acquired under the Issuer's Employee Stock Purchase Plan.

2. The shares were disposed of upon the Merger. Of the shares disposed of upon the Merger, 56.8403 shares were shares acquired between 5/18/2005 and 2/28/2006 under the Issuer's 401(k) plan.

3. The shares were disposed of upon the Merger.

4. The options vested in four equal annual installments with the first installment vesting on 5/24/2003. Pursuant to the Merger Agreement, the options were converted into the right to receive, upon exercise, the difference of $49.51 per option and the exercise price per option ($13.90 in this instance), resulting in the right to receive consideration of $35.61 per option, less any applicable withholding taxes.

5. The options vested in four equal annual installments beginning 6/26/2002. Pursuant to the Merger Agreement, the options were converted into the right to receive, upon exercise, the difference of $49.51 per option and the exercise price per option ($10.47 in this instance), resulting in the right to receive consideration of $39.04 per option, less any applicable withholding taxes.

6. The options vested in four equal annual installments with the first installment vesting on 5/25/2002. Pursuant to the Merger Agreement, the options were converted into the right to receive, upon exercise, the difference of $49.51 per option and the exercise price per option ($10.20 in this instance), resulting in the right to receive consideration of $39.31 per option, less any applicable withholding taxes.

7. The options vested in three equal annual installments beginning 3/8/2003. Pursuant to the Merger Agreement, the options were converted into the right to receive, upon exercise, the difference of $49.51 per option and the exercise price per option ($11.438 in this instance), resulting in the right to receive consideration of $38.072 per option, less any applicable withholding taxes.

8. The options vested in four equal annual installments beginning 3/8/2001. Pursuant to the Merger Agreement, the options were converted into the right to receive, upon exercise, the difference of $49.51 per option and the exercise price per option ($11.438 in this instance), resulting in the right to receive consideration of $38.072 per option, less any applicable withholding taxes.

9. The options vested in four equal annual installments beginning 5/5/2000. Pursuant to the Merger Agreement, the options were converted into the right to receive, upon exercise, the difference of $49.51 per option and the exercise price per option ($17.438 in this instance), resulting in the right to receive consideration of $32.072 per option, less any applicable withholding taxes.

10. The options vested in three equal annual installments beginning 2/18/2000. Pursuant to the Merger Agreement, the options were converted into the right to receive, upon exercise, the difference of $49.51 per option and the exercise price per option ($18.063 in this instance), resulting in the right to receive consideration of $31.447 per option, less any applicable withholding taxes.

11. The options vested in three equal annual installments beginning 1/31/1999. Pursuant to the Merger Agreement, the options were converted into the right to receive, upon exercise, the difference of $49.51 per option and the exercise price per option ($26.625 in this instance), resulting in the right to receive consideration of $22.885 per option, less any applicable withholding taxes.

	/s/ Derek R. McClain	12/20/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.