Power REIT — Director's Dealing 2015

Apr 24, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Power REIT (PW)
CIK: 0001532619
Period of Report: 2015-04-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-04-22	Common Stock	P	1000	$5.30	Acquired	358044	Direct
2015-04-23	Common Stock	P	500	$5.5	Acquired	358544	Direct
2015-04-23	Common Stock	P	1000	$5.60	Acquired	359544	Direct
2015-04-23	Common Stock	P	500	$6.10	Acquired	360044	Direct

Footnotes

F1: Explanation of Responses: After giving effect to the reported transaction(s), Mr. Lesser has beneficial ownership of 360,044 shares: 119,643 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") 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. On June 30, 2014, 40,000 restricted shares of common stock ("Restricted Stock") were granted to David H. Lesser pursuant to the Trust's 2012 Equity Incentive Plan. The Restricted Stock award vests over three years in 12 equal quarterly installments beginning with Q2 2014.