Exhibit 4.3


 




	
   

   

   

  61/2 % SERIES D CUMULATIVE
  CONVERTIBLE PREFERRED SHARES $.01 PAR VALUE PER SHARE

   

  THIS
  CERTIFICATE IS TRANSFERABLE IN SOUTH SAINT PAUL, MN.

  	
   

  	
  

  A MARYLAND REAL ESTATE INVESTMENT TRUST

  	
   

  	
   

   

   

  61/2 % SERIES D CUMULATIVE
  CONVERTIBLE PREFERRED SHARES $.01 PAR VALUE PER SHARE SEE REVERSE FOR
  IMPORTANT NOTICE ON TRANSFER RESTRICTIONS AND OTHER INFORMATION

  CUSIP 40426W 50 7

  






 


THIS
CERTIFIES THAT


 


is the
registered holder of


 


FULLY
PAID AND NONASSESSABLE 61/2% SERIES D CUMULATIVE CONVERTIBLE PREFERRED SHARES OF BENEFICIAL
INTEREST IN


 


HRPT PROPERTIES TRUST


 


a Maryland
real estate investment trust (the “Trust”), transferable 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 evidenced 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. The holder of this Certificate and every transferee or
assignee hereof by accepting or holding the same agrees to be bound by all of
the provisions of the Declaration of Trust and Bylaws of the Trust, as amended
from time to time. 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:


 


	
   

  	
  

  	
  

  
	
   

  	
   

  	
  PRESIDENT

  	
  TREASURER

  
				



 


 


THE
DECLARATION OF TRUST PROVIDES THAT THE NAME “HRPT PROPERTIES TRUST” REFERS TO
THE TRUSTEES UNDER THE DECLARATION OF TRUST, COLLECTIVELY AS TRUSTEES, BUT NOT
INDIVIDUALLY OR PERSONALLY, AND NO TRUSTEE, SHAREHOLDER, EMPLOYEE OR AGENT OF
THE TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, IN CONNECTION
WITH THIS INSTRUMENT. ALL PERSONS DEALING WITH THE TRUST IN ANY WAY SHALL LOOK
ONLY TO THE ASSETS OF THE TRUST FOR PAYMENT OF ANY SUM OR PERFORMANCE OF ANY
OBLIGATION.


 


	
  COUNTERSIGNED
  AND REGISTERED:

  	
   

  	
   

  
	
  WELLS FARGO BANK, N.A.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TRANSFER AGENT

  
	
   

  	
   

  	
  AND REGISTRAR

  
	
   

  	
  

  	
   

  	
   

  
	
  BY

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  AUTHORIZED SIGNATURE

  



 


AMERICAN FINANCIAL PRINTING INCORPORATED – MINNEAPOLIS


 

















 


HRPT PROPERTIES TRUST


IMPORTANT NOTICE


 


PURSUANT AND SUBJECT TO THE
TERMS OF THE TRUST’S DECLARATION OF TRUST, A COPY OF WHICH, TOGETHER WITH ALL
AMENDMENTS AND SUPPLEMENTS THERETO (THE “DECLARATION”), IS ON FILE WITH THE
STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND, THE TRUST HAS THE
AUTHORITY TO CREATE ONE OR MORE ADDITIONAL CLASSES OR SERIES OF SHARES AND
ISSUE ADDITIONAL SHARES OF ANY EXISTING CLASS OR SERIES OF SHARES.  THE TRUST WILL FURNISH A FULL STATEMENT OF (i) THE
AUTHORITY OF THE TRUST TO CREATE ADDITIONAL CLASSES OR SERIES OF SHARES AND
ISSUE ADDITIONAL SHARES OF ANY EXISTING CLASS OR SERIES OF SHARES, (ii) THE
TERMS OF ANY EXISTING CLASS OR SERIES OF SHARES, AND (iii) SUCH OTHER
INFORMATION AS IS REQUIRED BY SECTION 8-203(d) OF THE MARYLAND REIT
LAW, WITHOUT CHARGE TO ANY SHAREHOLDER UPON REQUEST TO THE SECRETARY OF THE
TRUST.


 


THE SHARES EVIDENCED BY THIS
CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON OWNERSHIP AND TRANSFER WHICH ARE OR MAY HEREAFTER
BE CONTAINED IN THE DECLARATION OR IN THE BYLAWS OF THE TRUST, AS AMENDED FROM
TIME TO TIME (THE “BYLAWS”), INCLUDING PROVISIONS WHICH PROHIBIT THE OWNERSHIP
OF MORE THAN 9.8% OF THE TRUST’S SECURITIES BY ANY PERSON OR GROUP.  THIS DESCRIPTION OF THE RESTRICTIONS UPON
OWNERSHIP OR TRANSFER OF THE TRUST’S SECURITIES IS NOT COMPLETE.  A MORE COMPLETE DESCRIPTION OF THESE
RESTRICTIONS APPEARS IN THE DECLARATION OR BYLAWS, AS APPLICABLE,  COPIES OF WHICH WILL BE SENT WITHOUT CHARGE
TO ANY SHAREHOLDER UPON REQUEST TO THE SECRETARY OF THE TRUST.


 


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:


 


	
   

  	
   

  	
  UTMA
  –

  	
   

  	
  Custodian

  	
   

  	
   

  
	
  TEN
  COM

  	
  –
   as tenants in common

  	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  	
   

  
	
  TEN
  ENT 

  	
  –
   as tenants by entireties

  	
   

  	
  under Uniform Transfers to Minors

  	
   

  
	
  JT
  TEN

  	
  –
   as joint tenants with right of
  survivorship

  	
   

  	
   

  	
   

  
	
   

  	
     
  and not as tenants in common

  	
   

  	
  Act

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (State)

  	
   

  
	
   

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

  
									



 


For value
received                                                                                                                          hereby
sell, assign, and transfer 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 represented by the within
Certificate, and do hereby irrevocably constitute and appoint                                         
Attorney to transfer the said shares on the books of the within-named Trust
with full power of substitution in the premises.


 


	
  Dated

  	
   

  	
   

  	
  X

  
	
   

  	
   

  
	
   

  	
  X

  
	
   

  	
  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 GUARANTEED

  	
   

  	
   

  	
   

  



 


ALL
GUARANTEES MUST BE MADE BY A FINANCIAL INSTITUTION (SUCH AS A BANK OR BROKER)
WHICH IS A PARTICIPANT IN THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM
(“STAMP”), THE NEW YORK STOCK EXCHANGE, INC. MEDALLION SIGNATURE PROGRAM
(“MSP”), OR THE STOCK EXCHANGES MEDALLION PROGRAM (“SEMP”) AND MUST NOT BE
DATED. GUARANTEES BY A NOTARY PUBLIC ARE NOT ACCEPTABLE.