RISING NELSON C 4

4 · CATELLUS DEVELOPMENT CORP · Filed Nov 5, 2003

Form 4

Period: 2003-11-05

CEO, Chairman/Director

Transactions

Disposition to Issuer
Employee Stock Option-right to buy
2003-11-03−500,000→ 0 total
Exercise: $18.13From: 2005-12-31Exp: 2011-12-24→ Common Stock (500,000 underlying)
Award
Common Stock
2003-11-03+443,826→ 1,096,326 total
Disposition to Issuer
Employee Stock Option-right to buy
2003-11-03−600,000→ 0 total
Exercise: $13.50From: 2000-12-31Exp: 2005-12-31→ Common Stock (600,000 underlying)

Footnotes (5)

[F1]Award of Restricted Stock Units ("RSUs") granted under the Catellus Development Corporation 2000 Performance Award Plan. RSUs represent common stock issuable on a one-for-one basis upon settlement. The award vests in three equal annual installments beginning November 3, 2004.
[F2]Pursuant to the issuer's option exchange offer, on November 3, 2003 a total of 443,826 RSUs were granted to Mr. Rising in exchange for 1,100,000 remaining option shares underlying two separate options previously granted to Mr. Rising. The options, granted on May 2, 2000, and December 24, 2001, were cancelled by the issuer.
[F3]Additional 14,352 shares are owned indirectly through Catellus Stock Fund in 401(k) plan.
[F4]The cancelled option provided for vesting in five equal annual installments beginning December 31, 2000.
[F5]The cancelled option provided for vesting in two equal annual installments beginning December 31, 2005.

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