Edgar Filing: CAREY H AUGUSTUS

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

CAREY H AUGUSTUS

2. Issuer Name and Ticker or Trading Symbol
W. P. Carey Inc. [WPC]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

1650 E. BUTLER PIKE

3. Date of Earliest Transaction (Month/Day/Year)
03/28/2013

(Street)

AMBLER, PA 19002

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/28/2013		S⁽¹⁾		616,971 ⁽¹⁾	D	$ 64.8328 ⁽¹⁾	2,994,620	I	As Co-Executor of the Estate of Wm. Polk Carey ⁽²⁾
Common Stock								7,114,735 ⁽³⁾	I	As Co-Executor of the Estate of Wm. Polk Carey ⁽⁴⁾
Common Stock								115,252	D
Common Stock								12,324	I	By Spouse
Common Stock								10,808	I	By Daughter
Common Stock								8,405.0143	I	By Self as UGMA Custodian for Daughter

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CAREY H AUGUSTUS 1650 E. BUTLER PIKE AMBLER, PA 19002		X

Signatures

/s/ H. Augustus Carey		04/01/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents the exercise of the third sale option under the terms of the Share Purchase Agreement at a per share sale price equal to $64.8328, which was determined at the time of exercise.
(2)	This Common Stock is held in the Estate. The reporting person is the co-executor of the Estate, and disclaims beneficial ownership of this Common Stock except to the extent of his pecuniary interest.
(3)	Previously the Reporting Person mistakenly included an additional .3152 shares of Common Stock which Wm. Polk Carey Estate, LLC did not own.
(4)	This Common Stock is held by Wm. Polk Carey Estate, LLC, which is wholly-owned by the Estate. The reporting person is the co-executor of the Estate, and disclaims beneficial ownership of this Common Stock except to the extent of his pecuniary interest.
Remarks: On December 3, 2012, the Reporting Person was deemed to beneficially own more than 10% of the Issuer's outstanding Common Stock because on that date he was appointed as a co-executor of an estate that owns more than 10% of the Issuer's outstanding Common Stock.

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