Sec Form 4 Filing - Wieland James @ Sterling Real Estate Trust - 2016-05-04

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
Wieland James
2. Issuer Name and Ticker or Trading Symbol
Sterling Real Estate Trust [ NONE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Trustee
(Last) (First) (Middle)
1711 GOLD DRIVE SOUTH, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
05/04/2016
(Street)
FARGO, ND58103
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
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
Limited Partnership Units ( 1 ) ( 1 ) 05/04/2016 J( 2 ) 44,640.957 ( 3 ) ( 4 ) Common Shares 44,640.957 $ 15.5 1,323,074.6014 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wieland James
1711 GOLD DRIVE SOUTH
SUITE 100
FARGO, ND58103
X Trustee
Signatures
/s/Bradley J. Swenson, Attorney-in-Fact 05/05/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the LLLP Agreement of the operating partnership, holders of limited partnership units may, after a two year holding period, elect to have their limited partnership units redeemed. Upon a redemption request, Sterling Real Estate Trust has the option to purchase the limited partnership units directly, either in cash or in common shares of beneficial interest at an exchange rate of one-to-one.
( 2 )The reporting person received the Limited Partnership Units in connection with a 721 UPREIT transaction.
( 3 )These Limited Partnership Units may be redeemed as described under footnote 1 anytime after a two year holding period, or May 5, 2018.
( 4 )These derivative securities do not have an expiration 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).

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