Sec Form 4 Filing - Lehr Austin Windsor @ Dividend Capital Diversified Property Fund Inc. - 2014-04-28

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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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1. Name and Address of Reporting Person
Lehr Austin Windsor
2. Issuer Name and Ticker or Trading Symbol
Dividend Capital Diversified Property Fund Inc. [ NONE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last) (First) (Middle)
518 17TH STREET, SUITE 1700
3. Date of Earliest Transaction (MM/DD/YY)
04/28/2014
(Street)
DENVER, CO80202
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Class I Common Stock 04/28/2014 J( 1 ) 57,434.13 D $ 6.96 1,472.863 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lehr Austin Windsor
518 17TH STREET
SUITE 1700
DENVER, CO80202
Chief Operating Officer
Signatures
/s/ M. Kirk Scott, Attorney-in-Fact 04/30/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On April 7, 2014, Austin W. Lehr acquired 57,434.13 restricted stock units ("Advisor RSUs") from Dividend Capital Total Advisors LLC (the "Advisor"). Each Advisor RSU will, upon vesting, be settled in one share of Class I common stock of Dividend Capital Diversified Property Fund Inc. (the "Company"). The Advisor RSUs are subject to specified vesting and settlement provisions and, upon settlement, require offset of compensation otherwise payable from the Advisor to Mr. Lehr based on a value of $6.96 per share. Mr. Lehr executed an agreement with the Advisor and its affiliates on April 28, 2014, pursuant to which he agreed that no Advisor RSUs would vest or settle in exchange for the Advisor agreeing not to offset Mr. Lehr's compensation as otherwise would have been required upon settlement of such Advisor RSUs.

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