Dividend Capital Diversified Property Fund Inc.
Dividend Capital Diversified Property Fund Inc. (Form: 4, Received: 04/17/2017 15:43:37)
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
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Blumberg John A
2. Issuer Name and Ticker or Trading Symbol

Dividend Capital Diversified Property Fund Inc. [ NONE ]
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)

518 17TH STREET STE. 1700
3. Date of Earliest Transaction (MM/DD/YYYY)

4/13/2017
(Street)

DENVER, CO 80202
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Class I Common Stock   4/13/2017     S (1)    208066   (1) D $7.37   223280   (2) I   By Dividend Capital Total Advisors LLC   (3)
Class I Common Stock                  36822   D    
Unclassified Common Stock   (4)                20000   I   By Dividend Capital Total Advisors LLC   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  Please see Exhibit 99.1 for additional information regarding the transaction.
(2)  As of April 14, 2017, 100,605 of the shares reported in this box are Class I shares of common stock of the Company and 122,675 are shares related to restricted stock units.
(3)  These reported securities are or were owned by the Advisor. The securities reported above may be attributed to the Reporting Person based upon the fact that the Reporting Person is one of several individuals and/or their affiliates that directly or indirectly controls the Advisor. The Reporting Person disclaims beneficial ownership of the reported securities held by the Advisor except to the extent of his pecuniary interest therein.
(4)  Although these shares are unclassified, they are often referred to as "Class E" common stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Blumberg John A
518 17TH STREET STE. 1700
DENVER, CO 80202
X



Signatures
/s/ M. Kirk Scott, Attorney in Fact 4/17/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Exhibit 99.1

Footnote 1

On April 13, 2017, Dividend Capital Total Advisors LLC (the "Advisor") agreed that 208,066 restricted stock units ("Company RSUs") originally granted to the Advisor by Dividend Capital Diversified Property Fund Inc. (the "Company") would not vest. Each relinquished Company RSU would have, upon vesting, been settled in one share of the Company's Class I common stock. The Company RSUs were subject to specified vesting and settlement provisions and, upon settlement in Class I shares of Company common stock, would require an offset of advisory fees and expenses otherwise payable from the Company to the Advisor based on an average value of $7.21 per share. Because the underlying shares will not vest and be delivered to the Advisor, no offset of advisory fees and expenses otherwise payable from the Company to the Advisor will occur with respect to these Company RSUs.  However, in consideration of the Advisor’s agreement to relinquish these Company RSUs, the Company agreed to reduce future offsets of advisory fees and expenses in connection with vesting and settlement of other Company RSUs by $33,257, which amount reflects an increase in net asset value per Class I share since the grants of certain of the relinquished Company RSUs. Thus, on average the shares underlying the relinquished Company RSUs were valued at $7.37 per share.