Sec Form 4 Filing - Blumberg John A @ Dividend Capital Diversified Property Fund Inc. - 2015-02-25

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
Blumberg John A
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)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
518 17TH STREET STE. 1700
3. Date of Earliest Transaction (MM/DD/YY)
02/25/2015
(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 02/25/2015 A 224,146.937 ( 1 ) A $ 7.18 627,341.531 ( 2 ) I By Dividend Capital Total Advisors LLC ( 3 )
Class I Common Stock 02/25/2015 S( 4 ) 224,146.937 D $ 7.18 627,341.531 ( 2 ) I By Dividend Capital Total Advisors LLC ( 3 )
Class I Common Stock 36,821.563 D
Unclassified Common Stock ( 5 ) 20,000 I By Dividend Capital Total Advisors LLC ( 3 )
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 Sec urities 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
Blumberg John A
518 17TH STREET STE. 1700
DENVER, CO80202
X
Signatures
/s/ M. Kirk Scott, Attorney in Fact 02/27/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On February 25, 2015, Dividend Capital Total Advisors LLC (the "Advisor") acquired 224,146.937 restricted stock units ("Company RSUs") from Dividend Capital Diversified Property Fund Inc. (the "Company"). Each Company RSU will, upon vesting, be settled in one share of the Company's Class I common stock. The Company RSUs are subject to specified vesting and settlement provisions and, upon settlement in Class I shares of Company common stock, require offset of advisory fees and expenses otherwise payable from the Company to the Advisor based on a value of $7.18 per share. The shares reported in this box relate to the 224,146.937 Company RSUs granted on February 25, 2015.
( 2 )As of February 27, 2015, 33,013.676 of the shares reported in this box are Class I shares of common stock of the Company and 594,327.855 are shares related to Company RSUs.
( 3 )These reported securities are or were owned by the Advisor. The securities reported above may be attributed to the Reporting Person based upon the fact that the Reporting Person is one of several individuals and/or their affiliates that directly or indirectly controls the Advisor. The Reporting Person disclaims beneficial ownership of the reported securities held by the Advisor except to the extent of his pecuniary interest therein.
( 4 )On February 25, 2015, the Advisor granted, in the aggregate, 224,146.937 restricted stock units ("Advisor RSUs") to certain employees of the Advisor and its affiliates. Each Advisor RSU will, upon vesting, be settled in one share of the Company's Class I common stock. The Advisor RSUs are subject to specified vesting and settlement provisions and, upon settlement in Class I shares of the Company's common stock, require offset of compensation otherwise payable from the Advisor to the Reporting Person based on a value of $7.18 per share. The shares reported in this box relate to the 224,146.937 Advisor RSUs granted on February 25, 2015.
( 5 )Although these shares are unclassified, they are often referred to as "Class E" common stock.

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