Sec Form 4 Filing - ROBERTS JOHN T JR @ AMB PROPERTY CORP - 2009-02-10

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
ROBERTS JOHN T JR
2. Issuer Name and Ticker or Trading Symbol
AMB PROPERTY CORP [ AMB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President, Private Capital
(Last) (First) (Middle)
C/O AMB PROPERTY CORPORATION, PIER 1, BAY 1
3. Date of Earliest Transaction (MM/DD/YY)
02/10/2009
(Street)
SAN FRANCISCO, CA94111
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
Common Stock ( 1 ) 02/10/2009 A 15,703 A $ 15.92 344,140 D
Common Stock ( 2 ) 02/10/2009 A 3,434 A $ 15.92 347,574 ( 3 ) 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
Non-Qualified Stock Option (right to buy) $ 15.92 02/10/2009 A 78,616 ( 4 ) 02/10/2019 Common Stock 78,616 ( 5 ) 78,616 D
Non-Qualified Stock Option (right to buy) $ 15.92 02/10/2009 A 40,000 ( 6 ) 02/10/2019 Common Stock 40,000 ( 5 ) 826,616 D
Non-Qualified Stock Option (right to buy) $ 15.92 02/10/2009 A 20,000 ( 4 ) 02/10/2019 Common Stock 20,000 ( 5 ) 846,616 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ROBERTS JOHN T JR
C/O AMB PROPERTY CORPORATION
PIER 1, BAY 1
SAN FRANCISCO, CA94111
President, Private Capital
Signatures
/s/ Tamra Browne pursuant to a power of attorney dated 05/12/2008 02/12/2009
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares were granted pursuant to the Company's 2002 Stock Option and Incentive Plan and are subject to a repurchase right held by AMB Property Corporation, which lapses as to one-forth of such shares annually on February 1. The repurchase right lapses fully on February 1, 2013.
( 2 )Shares were granted pursuant to the Company's 2002 Stock Option and Incentive Plan and are subject to a repurchase right held by AMB Property Corporation, which lapses partially each February 1; 40% lapses annually for the first 2 years, and 20% lapses in the third year. The repurchase right lapses fully on Febraury 1, 2012.
( 3 )Of the 347,574 securities beneficially owned, 138,230 are held directly (D), 120,000 are indirectly (I) owned through the Roberts Family Trust, 690 securities are indirectly held through custodial accounts for children and 88,654 securities are held indirectly (I) through a rabbi trust pursuant to our nonqualified deferred compensation Plan.
( 4 )One-third of the shares subject to the option vest and become exercisable annually on February 1. The shares will vest fully on February 1, 2012.
( 5 )Not applicable.
( 6 )The shares subject to the option vested fully on the date of grant, February 10, 2009.

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).

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