SEC FORM 4

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SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BLAU JEFF

(Last)

(First)

(Middle)

C/O RELATED

60 COLUMBUS CIRCLE

(Street)

NEW YORK

10023

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CENTERLINE HOLDING CO [ CLNH ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2010

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)
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)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
11.0% Cumulative Convertible Preferred Shares, Series A-1	⁽¹⁾⁽²⁾⁽³⁾	03/05/2010		J⁽¹⁾⁽²⁾⁽³⁾			2,122,250⁽⁴⁾	⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	Common Shares	2,309,857	⁽¹⁾⁽²⁾⁽³⁾	0	I	See Footnote⁽⁴⁾
Series A Special Shares	⁽⁵⁾	03/05/2010		J⁽¹⁾⁽²⁾⁽³⁾		1,022,915⁽⁶⁾		⁽⁵⁾	⁽⁵⁾	Common Shares	15,343,722	⁽¹⁾⁽²⁾⁽³⁾	1,022,915	I	See Footnote⁽⁴⁾
Series A Special Shares	⁽⁵⁾	03/05/2010		J⁽¹⁾⁽²⁾⁽³⁾			1,022,915⁽⁶⁾	⁽⁵⁾	⁽⁵⁾	Common Shares	15,343,722	⁽¹⁾⁽²⁾⁽³⁾	0	I	See Footnote⁽⁴⁾
Option (Right to Buy)	⁽¹⁾⁽²⁾⁽³⁾	03/05/2010		J⁽¹⁾⁽²⁾⁽³⁾		1⁽⁷⁾		04/05/2010	03/05/2012	See Footnote⁽¹⁾⁽²⁾⁽³⁾	⁽⁷⁾	⁽¹⁾⁽²⁾⁽³⁾	1⁽⁷⁾	I	See Footnote⁽⁴⁾

Explanation of Responses:

1. On March 5, 2010, Centerline Holding Company (the "Issuer") consummated a capital restructuring (the "Restructuring"). Prior to the Restructuring, the Issuer's 11.0% Cumulative Convertible Preferred Shares, Series A-1 (the "11% Shares") were convertible into the Issuer's common shares (the "Common Shares") at a conversion rate of 1.0884 and were to be redeemed on January 25, 2018. In connection with the Restructuring, on March 5, 2010, the 11.0% Shares were reclassified in a transaction exempt under Rule 16b-7 (the "Reclassification") into the Issuer's Special Series A Shares (the "Special Series A Shares"). (continued in footnote 2)

2. (continued from footnote 1) As part of the Reclassification, the 10,843,492 11% Shares held by Related Special Assets LLC ("RSA") were reclassified into 5,226,513 Special Series A Shares. As part of the Restructuring and pursuant to a Purchase and Sale Agreement (the "Purchase and Sale Agreement") dated as of March 5, 2010 by and between RSA and C-III Capital Partners LLC ("Capital Partners"), an equity investor in the Restructuring, immediately following the Reclassification, RSA sold its 5,226,513 Special Series A Shares to Capital Partners in exchange for (i) $100,000 ($0.009 per 11% Share or $0.019 per Special Series A Share), (ii) a Class A Profits Membership Interest in Capital Partners (as described below) and (iii) an option allowing RSA to purchase 2,327,725 Special Series A Shares from Capital Partners (the "Option") (continued in footnote 3)

3. (continued from footnote 2) After conversion of the Special Series A Shares into Common Shares as described in footnote (5) below, the Option will be exercisable for 34,915,875 Common Shares, subject to adjustment. The Option is exercisable during the period commencing on April 5, 2010 and ending on March 5, 2012, unless earlier terminated as provided in the Purchase and Sale Agreement, at an exercise price equal to the fair market value of the Special Series A Shares (or the Common Shares if the Special Series A Shares have converted into Common Shares) on the date of exercise. The Class A Profits Membership Interest entitles RSA to 5% of the distributions, if any, made by Capital Partners after each initial investor in Capital Partners has received the return of its capital contribution.

4. Represents Mr. Blau's pecuniary interest in the 10,843,492 11% Shares held by RSA that were reclassified into 5,226,513 Special Series A Shares based on Mr. Blau's approximate 19.6% indirect interest in RSA. Mr. Blau holds a 99.5% interest in Yukon Holdings, L.L.C., which holds a 20.1% interest in Related Management Holdco LLC, which has a 98% interest in RSA. The filing of this statement shall not be deemed to be an admission that Mr. Blau is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement.

5. Each Special Series A Share is the equivalent of 15 Common Shares, on an as-converted basis, as to both voting and economic rights. Each Special Series A Share will automatically convert into 15 Common Shares (the "Conversion") upon adoption of an amendment to the Issuer's Second Amended and Restated Trust Agreement, as amended to date, to increase the number of Common Shares authorized for issuance to at least the number of Common Shares necessary to effectuate the conversion of all outstanding Special Series A Shares into Common Shares (the "Trust Amendment"). The Trust Amendment is expected to be adopted by the Issuer's shareholders at the Issuer's upcoming annual meeting. The Special Series A Shares have no expiration date.

6. Represents Mr. Blau's pecuniary interest in the 5,226,513 Special Series A Shares issued to RSA in the Reclassification and then immediately sold by RSA to Capital Partners.

7. Mr. Blau has an approximate 19.6% interest in the Option. Accordingly, he has a pecuniary interest in 455,574 Special Series A Shares (or approximately 6,833,613 Common Shares after the Conversion) covered by the Option.

	/s/ Jeff T. Blau	04/21/2010
	** Signature of Reporting Person	Date
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