SEC Form 4
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Mastandrea Christine J

(Last) (First) (Middle)


(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Whitestone REIT [ WSR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Shares 03/16/2021 F 2,136(1) D $10.04(2) 265,972 D
Common Shares 06/02/2020 M 126,431 A (3) 126,431 I By L.P.(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
OP Units (3) 06/02/2020 M 126,431 (3) (3) Common Shares 126,431 $0 0 I By L.P.(4)
Explanation of Responses:
1. Represents common shares withheld by the Company to satisfy tax withholding obligations in connection with the vesting of certain restricted units previously granted pursuant to the Company's 2008 Long-Term Equity Incentive Ownership Plan.
2. Per Share value assigned by the Company to the tax withholding shares based on the closing sales price of the common shares on March 16, 2021.
3. Units of limited partnership ("OP Units") in Whitestone REIT Operating Partnership, L.P., a Delaware limited partnership, were redeemable at the holder's election at any time for cash or, at the option of the Company, common shares on a one-for-one basis. On June 2, 2020, the holder tendered its OP Units to the Company for redemption and such OP Units were redeemed for common shares.
4. Represents common shares held by Midwest Development Venture IV, an Illinois limited partnership ("Midwest"). Ms. Mastandrea's spouse, James Mastandrea, owns both a limited partner interest in Midwest and 100% of the equity of the general partner of Midwest. As a result, Ms. Mastandrea may be deemed to be the beneficial owner of the common shares held by Midwest. The reporting person disclaims beneficial ownership in these shares except to the extent of her pecuniary interest therein, and the inclusion of these common shares in this report shall not be deemed an admission of beneficial ownership of all of the reported common shares for purposes of Section 16 or for any other purpose.
/s/ David K. Holeman, Attorney-in-Fact for Christine J. Mastandrea 03/18/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.