Power REIT — Director's Dealing 2013

Jun 11, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Power REIT (PW)
CIK: 0001532619
Period of Report: 2013-06-07

Reporting Person: Lesser David H (Director, Chairman and CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-07	Common	P	400	—	Acquired	293898	Indirect

Footnotes

F1: The Trust awarded each trustee in lieu of cash trustee fees for the 2013-14 period, 400 restricted common shares with a grant date of May 21, 2013. The restricted stock has quarterly vesting on June 30, 2013, September 30, 2013, December 31, 2013 and March 31, 2014. During the vesting period, the shares are eligible for dividends and voting rights.

F2: After giving effect to the reported transaction(s), Mr. Lesser has beneficial ownership of 293,898 shares: 152,497 directly (including equity grants), 87,138 through Hudson Bay Partners LP, a wholly owned affiliate, and 54,263 through HBP PW LLC, an affiliate managed by David H. Lesser. Approximately 99.8% of the share capital of HBP PW LLC has been provided by a third-party investor.

F3: 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.