Sec Form 4 Filing - Corral Teresa @ DCT Industrial Trust Inc. - 2012-12-07

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
Corral Teresa
2. Issuer Name and Ticker or Trading Symbol
DCT Industrial Trust Inc. [ DCT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Vice President
(Last) (First) (Middle)
DCT INDUSTRIAL TRUST INC., 518 17TH STREET, SUITE 800
3. Date of Earliest Transaction (MM/DD/YY)
12/07/2012
(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
Common Stock 12/07/2012 J 26,247 A $ 0 77,470 ( 1 ) D
Common Stock 12/07/2012 S 26,246 D $ 6.31 ( 3 ) 51,224 ( 4 ) D
Common Stock 2,314 I The Parrott Family Trust ( 5 )
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
LTIP Units ( 2 ) ( 2 ) 12/07/2012 J 26,247 ( 2 ) ( 2 ) Common Stock 26,247 $ 0 127,296 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Corral Teresa
DCT INDUSTRIAL TRUST INC.
518 17TH STREET, SUITE 800
DENVER, CO80202
Executive Vice President
Signatures
/s/ John G. Spiegleman, Attorney-in-Fact 12/11/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )26,247 of the Reporting Person's limited partnership interests ("LTIP") in DCT Industrial Operating Partnership LP ("DCTOP"), of which the Issuer is the sole general partner, were converted into common units of limited partnership interests in DCTOP ("Common OP Unit") and then were immediately converted into an equal number of shares of the Issuer's Common Stock.
( 2 )Represents LTIPs issued as long term incentive compensation pursuant to the Issuer's equity based compensatory programs. Conditioned upon minimum allocations to the capital accounts of the LTIPs for federal income tax purposes, each LTIP may be converted, at the election of the holder, into a Common OP Unit. Each Common OP Unit acquired upon conversion of an LTIP may be presented for redemption at the election of the holder, for cash equal to the fair market value of a share of the Issuer's Common Stock, except that the Issuer may, at its election, acquire each Common OP Unit so presented for one share of Common Stock.
( 3 )The price reported represents the weighted average sale price of the shares sold. The prices of the shares sold in the transaction ranged from $6.31 to $6.315. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exhcnage Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price.
( 4 )Previously, the Reporting Person filed a Form 4 which incorrectly reported the Amount of Securities Beneficially Owned Following Reported Transaction(s) (the "Securities Owned Following Transaction"). This prior report reflected a total amount of Securities Owned Following Transaction that was 4,188 shares more than what was actually the amount of Securities Owned Following Transaction.
( 5 )These shares are held by The Parrott Family Trust. The Reporting Person disclaims beneficial ownership with respect to the shares held by The Parrott Family Trust, except to the extent of her pecuniary interest therein.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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