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
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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*
ROSENBERG SHELI Z
(Last) (First) (Middle)
TWO NORTH RIVERSIDE PLAZA
SUITE 600
(Street)
CHICAGO IL 60606
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EQUITY OFFICE PROPERTIES TRUST [ EOP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/09/2007
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)
Code V Amount (A) or (D) Price
Com Sh of B.I., p.v. $.01 02/09/2007 D 66,315 ( 1 ) D $55.5 ( 2 ) 0 D
Com Sh of B.I., p.v. $.01 02/09/2007 D 40,244 ( 3 ) D $55.5 ( 2 ) 0 I By Spouse
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualifed Share Option (right to buy) $28.2 02/09/2007 D 10,000 11/15/1998 ( 4 ) 05/15/2008 Com Sh of B.I., p.v. $.01 10,000 ( 5 ) 0 D
Non-Qualified Share Option (right to buy) $21 02/09/2007 D 42,000 01/11/1998 ( 4 ) 07/11/2007 Com Sh of B.I., p.v. $.01 42,000 ( 5 ) 0 D
Non-Qualified Share Option (right to buy) $29.5 02/09/2007 D 94,500 02/17/1998 ( 6 ) 02/17/2008 Com Sh of B.I., p.v. $.01 94,500 ( 5 ) 0 D
Non-Qualified Share Option (right to buy) $28.225 02/09/2007 D 10,000 11/21/1999 ( 4 ) 05/21/2009 Com Sh of B.I., p.v. $.01 10,000 ( 5 ) 0 D
Non-Qualified Share Option (right to buy) $27.462 02/09/2007 D 10,000 11/04/2000 ( 4 ) 05/04/2010 Com Sh of B.I., p.v. $.01 10,000 ( 5 ) 0 D
Non-Qualified Share Option (right to buy) $28.22 02/09/2007 D 10,000 11/22/2001 ( 4 ) 05/22/2011 Com Sh of B.I., p.v. $.01 10,000 ( 5 ) 0 D
Non-Qualified Share Option (right to buy) $29.19 02/09/2007 D 10,000 11/22/2002 ( 4 ) 05/22/2012 Com Sh of B.I., p.v. $.01 10,000 ( 5 ) 0 D
Non-Qualified Share Option (right to buy) $26.89 02/09/2007 D 5,252 12/15/2003 ( 6 ) 06/15/2013 Com Sh of B.I., p.v. $.01 5,252 ( 5 ) 0 D
Non-Qualified Share Option (right to buy) $26.95 02/09/2007 D 5,388 12/01/2004 ( 6 ) 06/01/2014 Com Sh of B.I., p.v. $.01 5,388 ( 5 ) 0 D
OP Units (right to exchange for Common Shares) ( 7 ) 01/31/2007 G V 55,560 07/11/1999 12/31/2050 ( 8 ) Com Sh of B.I., p.v. $.01 55,560 $55.5 ( 9 ) 118,256 D
OP Units (right to exchange for Common Shares) ( 7 ) 02/09/2007 D 118,256 07/11/1999 12/31/2050 ( 8 ) Com Sh of B.I., p.v. $.01 118,256 $55.5 ( 9 ) 0 D
OP Units (right to exchange for Common Shares) ( 7 ) 01/31/2007 G V 17,318 07/11/1999 12/31/2050 ( 8 ) Com Sh of B.I., p.v. $.01 17,318 $55.5 ( 9 ) 0 I By Spouse
Phantom Share Units ( 10 ) 02/09/2007 D 25,115 ( 11 ) ( 11 ) Com Sh of B.I., p.v. $.01 25,115 ( 12 ) 0 D
Explanation of Responses:
1. Amount of Common Shares reported in this column reflect a decrease of 8,000 common shares gifted to spouse.
2. Disposed of pursuant to Agreement and Plan of Merger among issuer, EOP Operating Limited Partnership and affiliates of The Blackstone Group.
3. Common Shares reported in this column reflect 8,000 Common Shares gifted from Reporting Person and 10,941 Common Shares acquired through dividend reinvesment.
4. Options for 3,333 common shares vest six months after the grant date; options for an additional 3,333 common shares vest on the first anniversary of the grant date; and options for the remaining 3,334 common shares vest on the second anniversary of the grant date.
5. Pursuant to the Agreement and Plan of Merger, this option was cancelled and converted into the right to receive a single lump sum cash payment, less applicable withholding taxes, equal to the product of the excess, if any, of $55.50 over the exercise price per share of the Issuer's common shares, times the number of shares subject to such option.
6. Options for one-third of the common shares vest six months after the grant date; options for an additional 1/3 of the common shares vest on the first anniversary of the grant date; and options for the remaining 1/3 of the common shares vest on the second anniversary of the grant date.
7. The derivative securities reported herein are Units of Partnership Interest (''OP Units'') of EOP Operating Limited Partnership (''EOPLP''). The Issuer is the sole general partner and a limited partner of EOPLP. Pursuant to the limited partnership agreement of EOPLP, OP Units are redeemable for cash or, at the Issuer's option, into common shares of beneficial interest, par value $.01 (''Common Shares'') of the Issuer on a one-for-one basis.
8. Due to EDGAR system filing limitations, the Expiration Date is listed as 12/31/2050. The actual Expiration Date of the Derivative Security is 12/31/2095, the expiration date of EOP Operating Limited Partnership.
9. In connection with the Agreement and Plan of Merger among Issuer, EOP Operating Limited Partnership and affilitates of The Blackstone Group, these OP Units issued and outstanding immediately prior to the effectiveness of the partnership merger were automatically converted into the right to receive $55.50 in cash.
10. One phantom share unit converts into one Common Share or cash value of one Common Share of the Issuer.
11. Immediately
12. The phantom share units settled (exercised) for $55.50 per unit pursuant to Agreement and Plan of Merger among issuer, EOP Operating Limited Partnership and affiliates of The Blackstone Group.
Remarks:
By: By Robin Mariella as POA for 02/13/2007
** Signature of Reporting Person Date
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