| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LEXINGTON REALTY TRUST [ LXP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year)
10/27/2008 |
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common shares of beneficial interest ("Shares") ( 1 ) | 10/27/2008 | P | 8,000,000 | A | $5.6 | 8,000,000 | I ( 2 ) | See footnote ( 2 ) | ||
| Shares ( 1 ) | 10/28/2008 | C | 8,149,592 | A | ( 3 ) | 16,149,592 | I ( 3 ) | See Footnote ( 3 ) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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| 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 | ||||||||
| Units of LP Interest in The Lexington Master LP ("Units") | ( 4 ) | 10/28/2008 | H | 8,149,592 | ( 4 ) | ( 4 ) | Shares | 8,149,592 | ( 4 ) | 0 | I | See footnote ( 4 ) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Par Value $.0001 per share (the "Shares") |
| 2. On October 27, 2008, Vornado LXP LLC, a wholly-owned subsidiary of Vornado Realty L.P., ("Vornado") which, in turn, is approximately 90% owned by Vornado Realty Trust, agreed to acquire in a private transaction 8,000,000 Shares. Completion of the transaction is subject to customary documentation, including loan documentation. |
| 3. Consists of Shares acquired upon redemption of Units on a one Share per one Unit basis that are held in the following amounts: (a) 6,129,580.9 Units and now 6,129,580 shares held by Vornado, (b) 1,188,932.1 Units and now 1,188,932 Shares held by Vornado Newkirk LLC, a wholly-owned subsidiary of Vornado; and (c) 831,080.9 Units and now 831,080 Shares held by VNK L.L.C., a wholly-owned subsidiary of Vornado. |
| 4. Units were redeemable for cash, or at the option of the Issuer, Shares on a one-for-one basis. There was no expiration date for the Units. Units were held as described in footnote (3). |
| Remarks: |
| This Form 4 is being filed by Vornado Realty Trust ("Vornado") and Vornado Realty L.P. ("Realty L.P." and, together with Vornado, the "Reporting Persons") with respect to Common Shares of Beneficial Interest, par value $0.0001 per share ("Shares") of Lexington Realty Trust, a Maryland real estate investment trust (the "Issuer"). Vornado Realty Trust is a fully-integrated real estate investment trust. Vornado conducts its business through Realty L.P., a Delaware limited partnership. Vornado is the sole general partner of, and owned approximately 90% of the common limited partnership interests in Realty L.P. at September 30, 2008. Mr. Clifford Broser, a Senior Vice President of Vornado, serves as a Trustee of the Issuer. |
| /s/ Alan Rice | 10/29/2008 | |
| /s/ Alan Rice | 10/29/2008 | |
| ** 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. | ||