ThZeal - The Zeal

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

HARTMAN ALLEN R

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/30/2003

3. Issuer Name and Ticker or Trading Symbol
HARTMAN COMMERCIAL PROPERTIES REIT [ NONE ]

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and Secretary

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	165,224.27⁽¹⁾⁽⁵⁾	D⁽¹⁾⁽⁵⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Limited partnership interests⁽²⁾	08/08/1988⁽³⁾	08/08/1988⁽⁶⁾	Common Shares	1,598,713.06	0⁽⁷⁾	D⁽⁴⁾

Explanation of Responses:

1. This number includes 118,855 common shares of beneficial interest in the Company, par value $0.001 per share (the "Shares"), owned by Hartman Partnership, Inc. ("Hartman Inc.") which is wholly-owned by Mr. Hartman. Upon conversion of all outstanding limited partnership interests (the "OP Units") in Hartman REIT Operating Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"), into Shares, Mr. Hartman would own 1,763,937.33 Shares, including Shares issuable upon conversion of 861,976.37 OP Units owned by Houston R.E. Income Properties XIV, L.P. ("Houston XIV"), 342,429.52 OP Units held by Hartman Inc., 49,418.39 OP Units held by Hartman Partnership XII, L.P. ("Hartman XII") and 39 OP Units held by Hartman Partnership XV, LLC ("Hartman XV"). Mr. Hartman and his affiliates own Hartman XII and Hartman XV. OP Units are convertible into Shares on a one-for-one basis.

2. Limited partnership interests in Hartman REIT Operating Partnership, L.P., a Delaware limited partnership.

3. OP Units are convertible into Shares upon the later of (i) one year after acquisition and (ii) an initial public offering of the Company's Shares.

4. Includes 861,976.37 OP Units owned by Houston XIV, 342,429.52 OP Units held by Hartman Inc., 49,418.39 OP Units held by Hartman XII and 39 OP Units held by Hartman XV. Mr. Hartman and his affiliates own Hartman XII and Hartman XV. Mr. Hartman does not own any limited partner interests in Houston XIV. However, Mr. Hartman owns 100% of the equity of the general partner of Houston XIV. As a result, Mr. Hartman may be deemed to be the beneficial owner of the OP Units held by Houston XIV and/or the 861,976.37 Shares into which these OP Units are convertible; Mr. Hartman disclaims beneficial ownership of such OP Units and all Shares into which such OP Units are convertible.

5. Mr. Hartman does not own any limited partner interests in Houston XIV. However, Mr. Hartman owns 100% of the equity ofthe general partner of Houston XIV. As a result, Mr. Hartman may be deemed to be the beneficial owner of the OP Units held by Houston XIV and/or the 861,976.37 Shares into which these OP Units are convertible. Mr. Hartman disclaims beneficial ownership of these OP Units and all Shares into which such OP Units are convertible.

6. There is no expiration date.

7. The OP Units convert into Shares upon the later of (i) one year following acquisition and (ii) the initial public offering of the Company's Shares.

	Allen R Hartman	07/17/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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