Edgar Filing: MAHAFFEY JACK L

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 ^*

MAHAFFEY JACK L

2. Issuer Name and Ticker or Trading Symbol
Whitestone REIT [WSR]

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

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

(Last)

(First)

(Middle)

2600 SOUTH GESSNER, SUITE 500

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2011

(Street)

HOUSTON, TX 77063

4. If Amendment, Date Original Filed(Month/Day/Year)
10/14/2011

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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	10/06/2011		A		10,760	A	⁽¹⁾	38,170	D

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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

Operating Partnership Units

⁽²⁾

10/06/2011

D⁽¹⁾

10,760

⁽²⁾

⁽³⁾

Common Shares

10,760

⁽²⁾

0 ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MAHAFFEY JACK L 2600 SOUTH GESSNER, SUITE 500 HOUSTON, TX 77063	X

Signatures

/s/ David K. Holeman, Attorney-in-Fact for Jack L. Mahaffey		04/10/2013
^**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)	This amended Form 4 is being filed to add information regarding the reporting person's receipt of 10,760 Class B Common Shares in exchange for 10,760 units of limited partnership interest ("OP Units") in Whitestone REIT Operating Partnership, L.P. (the "Operating Partnership"), of which the Issuer is the general partner, in an issuer exchange offer. The designation of Class B Common Shares was changed to "Common Shares" on June 27, 2012.
(2)	OP Units are redeemable for an equal number of the Issuer's Common Shares or, at the election of the Issuer, cash equal to the fair market value of such shares.
(3)	OP Units have no expiration date.
(4)	On August 24, 2011, the OP Units were split 3-for-1, resulting in the reporting person's current ownership of OP Units.

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