Power REIT — Director's Dealing 2012

Aug 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Power REIT (PW)
CIK: 0001532619
Period of Report: 2012-08-13

Reporting Person: Lesser David H (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-13	Common Stock	A	20000	$0.01	Acquired	268500	Direct
2012-08-13	Common Stock	A	100000	$7.96	Acquired	268500	Direct

Footnotes

F1: 20,000 restricted shares of common stock were awarded on August 13, 2012, pursuant to the Trust's 2012 Equity Incentive Plan; the award vests in three-equal annual installments beginning with the first anniversary of the grant.

F2: A non qualified stock option to acquire 100,000 common shares ("Option") and 20,000 restricted shares of common stock ("Restricted Stock") were awarded on August 13, 2012, pursuant to the Trust's 2012 Equity Incentive Plan. The Option and Restricted Stock awards vest in three-equal annual installments beginning with the first anniversary of the respective grants. The Options have a 10-year term and a strike price equal to the closing price of the stock on August 13, 2012.

F3: A non-qualified option to acquire 100,000 shares of common stock were awarded on August 13, 2012, pursuant to the Trust's 2012 Equity Incentive Plan; the award vests in three-equal annual installments beginning with the first anniversary of the grant, have a ten-year term and a strike price equal to the closing price of the stock on August 13, 2012.

F4: After giving effect to the 8/13/2012 grants to David H. Lesser, Mr. Lesser has beneficial ownership of 268,500 shares: 131,530 directly (including the grants), 85,210 through Hudson Bay Partners LLC, a wholly owned affiliate, and 51,760 through HBP PW LLC, an affiliate managed by David H. Lesser. 99.8% of the share capital of HBP PW LLC has been provided by a third-party investor.