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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
 FORM 10-K/A Amendment No. 1 ý
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2004
 OR o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 COMMISSION FILE NUMBER: 0-50363 GLADSTONE COMMERCIAL CORPORATION  MARYLAND
    
    02-0681276(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 1616 ANDERSON ROAD, SUITE 208
MCLEAN, VIRGINIA 22102
(Address of principal executive office)(703) 286-7000
(Registrants telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value per
share Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports) and (2) has been subject
to such filing requirements for the past 90 days. Yes ý Noo. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this 10-K or
any amendment to this Form 10-K. o Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of
the Exchange Act). Yes ý Noo. The aggregate market value of the voting stock held by non-affiliates of the Registrant on June 30,
2004, based on the closing price on that date of $16.50 on the Nasdaq National Market, was
$123,080,974. For the purposes of calculating this amount only, all directors and executive
officers of the Registrant have been treated as affiliates. The number of shares of the issuers Common Stock, $0.001 par value, outstanding as of March 7,
2005 was 7,667,000. Documents Incorporated by Reference: Portions of the Registrants Proxy Statement relating to the
Registrants 2005 Annual Meeting of Stockholders are incorporated by reference into Part III of
this Report.




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EXPLANATORY NOTE On March 8, 2005, Gladstone Commercial Corporation (the Company) filed its Annual Report on Form
10-K for the fiscal year ended December 31, 2004. The Company is filing this Amendment No. 1 on
Form 10-K/A to amend the original Annual Report on Form 10-K by replacing Exhibits 31.1 and 31.2
thereof (Certifications pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934) with
Exhibits 31.1 and 31.2 filed herewith. The amended certifications are being filed solely to correct
an inadvertent clerical omission from the respective texts of Exhibits 31.1 and 31.2. This
amendment does not reflect events occurring after the filing of the original Annual Report on Form
10-K and, other than amending Exhibits 31.1 and 31.2, does not modify or update the disclosures in
the original Annual Report on Form 10-K in any way. PART IV Item 15. Exhibits. a. DOCUMENTS FILED AS PART OF THIS REPORT 3. Exhibits Exhibit Index Exhibit
    
    Description of Document31.1
    
    Certification of Chief Executive Officer
pursuant to Section 302 of The
Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer
pursuant to Section 302 of The
Sarbanes-Oxley Act of 2002.
 2




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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized. Gladstone Commercial CorporationDate: March 9, 2005
    
    By:  /s/ Harry Brill
          Harry Brill
          Chief Financial Officer and Treasurer
 3




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Exhibit 31.1 CERTIFICATION
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, David Gladstone, certify that: 1. I have reviewed this annual report on Form 10-K of Gladstone Commercial Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included
in this annual report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrants other certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a15(f) and 15d15(f)) for the registrant and we have: a) designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any changes in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth
fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect the registrants internal control over financial reporting; and 5. The registrants other certifying officer(s) and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the registrants auditors and
the audit committee of registrants board of directors (or persons performing the equivalent
functions): a) all significant deficiencies and material weaknesses in the design or operation of internal
controls over financial reporting which are reasonably likely to adversely affect the registrants
ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrants internal control over financial reporting. Date: March 9, 2005 /s/ DAVID GLADSTONE
David Gladstone
Chief Executive Officer and
Chairman of the Board of Directors 4




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Exhibit 31.2 CERTIFICATION
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Harry Brill, certify that: 1. I have reviewed this annual report on Form 10-K of Gladstone Commercial Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included
in this annual report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrants other certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a15(f) and 15d15(f)) for the registrant and we have: a) designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any changes in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth
fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrants internal control over financial reporting; and 5. The registrants other certifying officer(s) and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the registrants auditors and
the audit committee of registrants board of directors (or persons performing the equivalent
functions): a) all significant deficiencies and material weaknesses in the design or operation of internal
controls over financial reporting which are reasonably likely to adversely affect the registrants
ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrants internal control over financial reporting. Date: March 9, 2005 /s/ HARRY BRILL
Harry Brill
Chief Financial Officer and Treasurer 5