CENTERSPACE — Director's Dealing 2012

Feb 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INVESTORS REAL ESTATE TRUST (IRET)
CIK: 0000798359
Period of Report: 2012-02-16

Reporting Person: STENEHJEM STEPHEN (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-16	UPREIT Units	$	A	137164	Acquired		Common Shares of Beneficial Interest (137164)	Indirect

Footnotes

F1: Limited partnership units in IRET Properties, a North Dakota Limited Partnership, of which the issuer is the general partner. The UPREIT Units are redeemable on the second anniversary of the date of their acquisition for an equal number of the issuer's common shares, or, at the election of the issuer, cash based on the market value of an equal number of the issuer's common shares. The UPREIT units were received in exchange for the indirect contribution to IRET Properties of a real estate property. The value of the UPREIT units was $7.65 as of the acquisition date, calculated in accordance with a formula established in a Contribution Agreement dated effective January 31,2012.

F2: UPREIT units are convertible to common shares of the issuer on a one-to-one basis, or cash, at the election of the issuer. UPREIT units have no expiration date.

F3: The reporting person holds, directly or indirectly, an ownership interest in this entity. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.