exv4w1



 





Exhibit 4.1




[GRAPHIC OMITTED]




	 	 	 
	NUMBER

	 	SHARES
	 
	 	 
	FORMED UNDER THE LAWS OF THE

	 	SEE REVERSE FOR IMPORTANT
	STATE OF MARYLAND

	 	NOTICE ON TRANSFER
	 

	 	RESTRICTIONS AND OTHER
	THIS CERTIFICATE IS

	 	INFORMATION
	TRANSFERABLE IN NEW
	 	 
	YORK, N.Y.

	 	CUSIP 29380T 40 2
	AND KANSAS CITY, MO.
	 	 






ENTERTAINMENT PROPERTIES TRUST




A REAL ESTATE INVESTMENT TRUST




THIS CERTIFIES THAT




is the owner of




FULLY PAID AND NONASSESSABLE 5.75% SERIES C CUMULATIVE

CONVERTIBLE PREFERRED SHARES OF BENEFICIAL INTEREST OF




[GRAPHIC OMITTED]



ENTERTAINMENT PROPERTIES TRUST (THE “TRUST”), TRANSFERRABLE ON THE BOOKS OF THE TRUST BY THE HOLDER
HEREOF IN PERSON OR BY ITS DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY
ENDORSED. THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE ISSUED AND SHALL BE HELD SUBJECT
TO ALL OF THE PROVISIONS OF THE DECLARATION OF TRUST AND BYLAWS OF THE TRUST AND ANY AMENDMENTS
THERETO. THIS CERTIFICATE IS NOT VALID UNLESS COUNTERSIGNED AND REGISTERED BY THE TRANSFER AGENT
AND REGISTRAR.




 









 







IN WITNESS WHEREOF, THE TRUST HAS CAUSED THIS CERTIFICATE TO BE EXECUTED ON ITS BEHALF BY ITS DULY
AUTHORIZED OFFICERS.




	 	 	 	 	 	 	 
	Dated

	 	 	 	/s/ Robert J. Druten
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Robert J. Druten,	 	 
	 

	 	 	 	Chairman of the Board of Trustees	 	 
	 
	 	 	 	 	 	 
	COUNTERSIGNED AND REGISTERED:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	/s/ David M. Brain	 	 
	 

	 	 	 	 	 	 
	UMB BANK, N.A.

	 	[CORPORATE SEAL]
	 	David M. Brain,	 	 
	TRANSFER AGENT AND

	 	 	 	President and Chief Executive Officer	 	 
	REGISTRAR

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Gregory K. Silvers	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Gregory K. Silvers,	 	 
	AUTHORIZED SIGNATURE

	 	 	 	Secretary	 	 






 









 





IMPORTANT NOTICE




     The Trust will furnish to any shareholder, on request and without charge, a full statement of
the information required by Section 8-203(d) of the Corporations and Associations Article of the
Annotated Code of Maryland with respect to the designations and any preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends and other distributions,
qualifications, and terms and conditions of redemption of the shares of each class of beneficial
interest which the Trust has authority to issue and, if the Trust is authorized to issue any
preferred or special class in series, (i) the differences in the relative rights and preferences
between the shares of each series to the extent set and (ii) the authority of the Board of Trustees
to set such rights and preferences of subsequent series. The foregoing summary does not purport to
be complete and is subject to and qualified in its entirety by reference to the Declaration of
Trust of the Trust, a copy of which will be furnished without charge to each shareholder who so
requests. Such request must be made to the Secretary of the Trust at its principal office or to the
Transfer Agent and Registrar.



     The securities represented by this certificate are subject to restrictions on ownership and
transfer for the purpose of the Trust’s maintenance of its status as a real estate investment trust
under the Internal Revenue Code of 1986, as amended, and for other purposes. Except as otherwise
provided pursuant to the Declaration of Trust of the Trust, no person may own Shares in excess of
9.8% (or such greater percentage as may be determined by the Board of Trustees of the Trust) of the
number or value of the outstanding shares of beneficial interest of the Trust. Any Person who
attempts or proposes to own Shares in excess of the above limitations must notify the Trust in
writing at least 15 days prior to such proposed or attempted Transfer. All capitalized terms in
this legend have the meanings defined in the Declaration of Trust of the Trust, a copy of which,
including the restrictions on transfer, will be furnished without charge to each shareholder who so
requests. Such request must be made to the Secretary of the Trust at its principal office or to the
Transfer Agent and Registrar. If the restrictions on transfer are violated, the securities
represented hereby which are in excess of the above limitations will be designated and treated as
Excess Shares which will be held in trust by the Excess Share Trustee for the benefit of the
Charitable Beneficiary.



 









 





     KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED, THE TRUST WILL
REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.



The following abbreviations, when used in the inscription on the face of this Certificate, shall be
construed as though they were written out in full according to applicable laws or regulations:



	 	 	 
	TEN COM – as tenants in common
	 	 
	TEN ENT – as tenants by the entireties

	 	UNIF GIFT MIN ACT-       Custodian                 
	 

	 	                                   (Cust)                     (Minor)
	JT TEN – as joint tenants with right of survivorship and

	 	under Uniform Gifts to Minors
	not as tenants in common

	 	Act                                                                            
     
	 

	 	                      (State)





Additional abbreviations may also be used though not in the above list.



FOR VALUE RECEIVED, hereby sells, assigns and transfers unto                                                             




PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE




                                                                   
             



 



(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)



 



                                                                  
                                                                            
               
                       
Shares



 




of beneficial interest of the Trust represented by this Certificate and does hereby irrevocably
constitute and appoint



                                                                  
                                                                            
                                       attorney



 




to transfer the said shares on the books of the Trust, with full power of substitution in the
premises.




Dated                                                             




	 	 	 
	 

	 	 
	 

	 	NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATEVER.






 









 





Signature(s) Guaranteed:




	 	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 
	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.