Power REIT — Director's Dealing 2015

Nov 27, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Power REIT (PW)
CIK: 0001532619
Period of Report: 2015-11-27

Reporting Person: Lesser David H (Director, CEO, Secretary, Treasurer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-27	Common Stock	P	1955	$4.00	Acquired	384666	Direct

Footnotes

F1: After giving effect to the reported transaction(s), Mr. Lesser has beneficial ownership of 384,666 shares: 145,265 directly (including restricted stock and option equity grants (vested and unvested) under the Trust's 2012 Equity Incentive Plan), 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. A non qualified stock option to acquire 100,000 common shares ("Option") (1) and 20,000 (1) 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.

F2: On June 30, 2014, 40,000 restricted shares of common stock were granted to David H. Lesser pursuant to the Trust's 2012 Equity Incentive Plan which vests over three years in 12 equal quarterly installments beginning with Q2 2014. On September 10, 2015 9,400 restricted shares of common stock which vests over twelve quarterly periods beginning with 9/30/15.