Sec Form 4 Filing - HELFAND DAVID @ CommonWealth REIT - 2014-07-10

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 HELFAND DAVID 2. Issuer Name and Ticker or Trading Symbol CommonWealth REIT [ CWH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) C/O COMMONWEALTH REIT, TWO NORTH RIVERSIDE PLAZA, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 07/10/2014 (Street) CHICAGO, IL60606 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Shares of Beneficial Interest 07/10/2014 X 1,709,636 A $ 21 1,709,636 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) Common Shares of Beneficial Interest 07/10/2014 X 1,196,762 A $ 24 1,196,762 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 )

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 Call Option (right to buy) $ 21 07/10/2014 X 1,709,636 03/26/2014 07/22/2014 Common Shares 1,709,636 $ 0 0 ( 7 ) I See footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) Call Option (right to buy) $ 24 07/10/2014 X 1,196,762 03/26/2014 07/22/2014 Common Shares 1,196,762 $ 0 0 ( 7 ) I See footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HELFAND DAVID C/O COMMONWEALTH REIT TWO NORTH RIVERSIDE PLAZA, SUITE 600 CHICAGO, IL60606 X President & CEO Samuel Allen Biju C/O COMMONWEALTH REIT TWO NORTH RIVERSIDE PLAZA, SUITE 600 CHICAGO, IL60606 Interim Princ. Accounting Off. Shifrin Orrin S C/O COMMONWEALTH REIT TWO NORTH RIVERSIDE PLAZA, SUITE 600 CHICAGO, IL60606 EVP, Gen. Counsel & Secretary Weinberg David S C/O COMMONWEALTH REIT TWO NORTH RIVERSIDE PLAZA, SUITE 600 CHICAGO, IL60606 EVP & Chief Operating Officer ZELL SAMUEL C/O COMMONWEALTH REIT TWO NORTH RIVERSIDE PLAZA, SUITE 600 CHICAGO, IL60606 X Chairman of the Board Signatures /s/ Orrin S. Shifrin, attorney-in-fact (on behalf of David Hefland) 07/11/2014 Signature of Reporting Person Date /s/ Orrin S. Shifrin, attorney-in-fact (on behalf of Allen Samuel) 07/11/2014 Signature of Reporting Person Date /s/ Orrin S. Shifrin 07/11/2014 Signature of Reporting Person Date /s/ Orrin S. Shifrin, attorney-in-fact (on behalf of David Weinberg) 07/11/2014 Signature of Reporting Person Date /s/ Orrin S. Shifrin, attorney-in-fact (on behalf of Samuel Zell) 07/11/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were acquired pursuant to the exercise of options to purchase shares of the Issuer that were granted by Related Fund Management, LLC ("Related") and Corvex Management LP ("Corvex") to EGI-CW Holdings, L.L.C. ("EGI-CW") pursuant to an agreement entered into between Related, Corvex and EGI-CW on February 11, 2014. EGI-CW is indirectly controlled by Chai Trust Company, LLC ("Chai"). ( 2 )David Helfand, one of the reporting persons, has an indirect pecuniary interest in EGI-Fund (11-13) Investors, L.L.C. ("EGI (11-13)"), which is the Managing Member of EGI-CW. Mr. Helfand is also a member of EGI-CW and thus has an indirect pecuniary interest in the reported shares and options. Mr. Helfand is not an officer or a director of EGI-CW, EGI (11-13), Chai, or any other controlling person of EGI-CW, and does not have voting or dispositive power over the shares or options, and therefore disclaims beneficial ownership thereof, except to the extent of his pecuniary interest therein. ( 3 )Allen Samuel, one of the reporting persons, is a member of EGI-CW and thus has an indirect pecuniary interest in the reported shares and options. Mr. Samuel is not an officer or a director of EGI-CW, Chai, or any other controlling person of EGI-CW, and does not have voting or dispositive power over the shares or options, and therefore disclaims beneficial ownership thereof, except to the extent of his pecuniary interest therein. ( 4 )Orrin Shifrin, one of the reporting persons, is the trustee and beneficiary of the Orrin S. Shifrin Revocable Trust, which is a member of EGI-CW, and thus the reporting person has an indirect pecuniary interest in the reported shares and options. Mr. Shifrin is not an officer or a director of EGI-CW, Chai, or any other controlling person of EGI-CW, and does not have voting or dispositive power over the shares or options, and therefore disclaims beneficial ownership thereof, except to the extent of his pecuniary interest therein. ( 5 )David Weinberg, one of the reporting persons, has an indirect pecuniary interest in EGI-Fund (11-13) Investors, L.L.C. ("EGI (11-13)"), which is the Managing Member of EGI-CW. Mr. Weinberg is also a member of EGI-CW and thus has an indirect pecuniary interest in the reported shares and options. Mr. Weinberg is not an officer or a director of EGI-CW, EGI (11-13), Chai, or any other controlling person of EGI-CW, and does not have voting or dispositive power over the shares or options, and therefore disclaims beneficial ownership thereof, except to the extent of his pecuniary interest therein. ( 6 )Two entities, in which trusts established for the benefit of the family of Samuel Zell, one of the reporting persons, the trustee of each of which is Chai, indirectly own interests, are members of EGI-CW. Mr. Zell is not an officer or a director of Chai and does not have voting or dispositive power over the shares or options, and therefore disclaims beneficial ownership thereof, except to the extent of any pecuniary interest therein indirectly held by his family. ( 7 )Prior to July 10, 2014, EGI-CW distributed all of the options it held that are not represented by the exercise of the options reported herein to individuals or entities that are not reporting persons of the Issuer. Therefore, upon exercise of the options as reported herein, EGI-CW no longer beneficially owns any options of the Issuer.

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).

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