Power REIT — Director's Dealing 2018

Jan 31, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Power REIT (PW)
CIK: 0001532619
Period of Report: 2018-01-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-30	Common Stock	J	54263	—	Acquired	418522	Direct

Footnotes

F1: After giving effect to the reported transaction(s), Mr. Lesser has beneficial ownership of 418,522 shares: 328,284 directly (including restricted stock and option equity grants (vested and unvested) under the Trust's 2012 Equity Incentive Plan), 90,238 through Hudson Bay Partners LP. A non qualified stock option to acquire 100,000 common shares ("Option") was awarded on August 13, 2012, pursuant to the Trust's 2012 Equity Incentive Plan. The Option vested 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: The purpose of this Form 4 filing is to reflect that on January 30, 2018, HBP PW LLC (an affiliate managed by David H. Lesser) completed an in-kind stock distribution of 54,263 shares of common stock of Power REIT to a third-party investor in HBP PW LLC. Accordingly, such shares are no longer reportable by David H. Lesser.