Edgar Filing: NEW PLAN EXCEL REALTY TRUST INC

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Carroll Michael A

2. Issuer Name and Ticker or Trading Symbol
NEW PLAN EXCEL REALTY TRUST INC [NXL]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Exec VP, Real Estate Op

(Last)

(First)

(Middle)

420 LEXINGTON AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
09/27/2005

(Street)

NEW YORK, NY 10170

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 17.82

09/27/2005

J⁽¹⁾

971

10/08/1999⁽²⁾

10/07/2008

Common Stock

971

$ 0

8,471

Stock Option (right to buy)

$ 17.6

09/27/2005

J⁽¹⁾

485

05/19/2000⁽³⁾

05/17/2009

Common Stock

485

$ 0

4,235

Stock Option (right to buy)

$ 11.35

09/27/2005

J⁽¹⁾

490

02/23/2001⁽⁴⁾

02/22/2010

Common Stock

490

$ 0

4,280

Stock Option (right to buy)

$ 13.71

09/27/2005

J⁽¹⁾

3,508

03/19/2002⁽⁵⁾

03/18/2011

Common Stock

3,508

$ 0

30,588

Stock Option (right to buy)

$ 17.7

09/27/2005

J⁽¹⁾

4,808

04/02/2003⁽⁶⁾

04/01/2012

Common Stock

4,808

$ 0

41,928

Stock Option (right to buy)

$ 16.97

09/27/2005

J⁽¹⁾

2,497

03/10/2004⁽⁷⁾

03/09/2013

Common Stock

2,497

$ 0

21,777

Stock Option (right to buy)

$ 23.11

09/27/2005

J⁽¹⁾

3,109

03/02/2005⁽⁸⁾

03/02/2014

Common Stock

3,109

$ 0

27,109

Stock Option (right to buy)

$ 22.75

09/27/2005

J⁽¹⁾

4,417

02/23/2006⁽⁹⁾

02/23/2015

Common Stock

4,417

$ 0

38,517

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Carroll Michael A 420 LEXINGTON AVENUE NEW YORK, NY 10170			Exec VP, Real Estate Op

Signatures

/s/ Steven F. Siegel, Attorney-in-Fact		09/27/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On September 27, 2005, the Company paid a $3.00 special dividend to its sockholders, which resulted in an anti-dilution adjustment that increased the number of options held by the reporting person and decreased the option exercise price.
(2)	The initial option for 10,000 shares vested in five equal annual installments beginning on October 8, 1999. The anti-dilution adjustment has no impact on this vesting schedule.
(3)	The initial option for 5,000 shares vested in five equal annual installments beginning on May 19, 2000. The anti-dilution adjustment has no impact on this vesting schedule.
(4)	The initial option for 17,500 shares vested with respect to 12,600 shares in five equal annual installments beginning on February 23, 2001. The option vested with respect to the remaining 4,900 shares on February 23, 2008, subject to accelerated vesting upon the satisfaction of certain performance criteria. All of the shares are currently vested. The anti-dilution adjustment has no impact on this vesting schedule.
(5)	The initial option for 40,000 shares vests with respect to 28,800 shares in five equal annual installments beginning on March 19, 2002. The option vests with respect to the remaining 11,200 shares on March 19, 2009, subject to accelerated vesting based on the satisfaction of certain performance criteria, and 1/2 of these 11,200 shares are currently vested. The anti-dilution adjustment has no impact on this vesting schedule.
(6)	The initial option for 40,000 shares vests with respect to 28,800 shares in five equal annual installments beginning on April 2, 2003. The option vests with respect to the remaining 11,200 shares on April 2, 2010, subject to accelerated vesting upon the satisfaction of certan performance criteria. The anti-dilution adjustment has no impact on this vesting schedule.
(7)	The initial option for 20,000 shares vests with respect to 14,400 shares in five equal annual installments beginning on March 10, 2004. The option vests with respect to the remaining 5,600 shares on March 10, 2011, subject to accelerated vesting upon the satisfaction of certain performance criteria. The anti-dilution adjustment has no impact on this vesting schedule.
(8)	The option for 24,000 shares vests with respect to 12,000 shares in five equal annual installments beginning on March 2, 2005. The option vests with respect to the remaining 12,000 shares on March 2, 2012, subject to accelerated vesting upon the satisfaction of certain performance criteria, and 1/5 of these 12,000 shares are currently vested. The anti-dilution adjustment has no impact on this vesting schedule.
(9)	The option for 34,100 shares vests with respect to 17,050 shares in five equal annual installments beginning on February 23, 2006. The option vests with respect to the remaining 17,050 shares in five equal annual installments beginning on February 23, 2006, subject to satisfaction of certain annual performance criteria. The anti-dilution adjustment has no impact on this vesting schedule.

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