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Exhibit 4.1  


 
 

FORM OF STOCK CERTIFICATE    
    
    PRICE LEGACY CORPORATION    



INCORPORATED
UNDER THE LAWS OF THE STATE OF MARYLAND 


SEE
REVERSE FOR CERTAIN DEFINITIONS

AND NOTICE ON TRANSFER RESTRICTIONS

CUSIP 74144P 502 


THIS
CERTIFICATE IS TRANSFERABLE IN THE CITY OF RIDGEFIELD PARK, NJ OR NEW YORK, NY 



        This
certifies that 


is
the record holder of 


FULLY
PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.0004 PAR VALUE PER SHARE, of 


PRICE
LEGACY CORPORATION 


transferable
on the books of the Corporation by the holder hereof in person or by duly authorized Attorney upon surrender of this certificate properly endorsed. This certificate and the shares
represented hereby are subject to all terms, conditions and limitations of the Charter and By-laws of the Corporation and all amendments thereto and supplements thereof. This certificate
is not valid until countersigned by the Transfer agent and registered by the Registrar. 


        WITNESS
the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. 



	Dated:	 	 	 	 
	 	 	Countersigned and Registered

    MELLON INVESTOR SERVICES LLC

        Transfer Agent and Registrar
	 	 	BY:	 	 
	

 	
 	

AUTHORIZED SIGNATURE








	 	 	SEAL	 	 
	

SECRETARY	
 	

 	
 	

PRESIDENT








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PRICE
LEGACY CORPORATION 


        The
Corporation will furnish to any stockholder on written request and without charge a full statement of the designations and any preferences, conversion and other rights, voting
powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of the stock of each class which the Corporation is authorized to issue, of the differences in
the relative rights and preferences between the shares of each series of a preferred or special class in series which the Corporation is authorized to issue, to the extent they have been set, and of
the authority of the Board of Directors to set the relative rights and preferences of subsequent series of a preferred or special class of stock. Such request may be made to the secretary of the
Corporation or to its transfer agent. 


        The
shares represented by this certificate are subject to restrictions on Beneficial and Constructive Ownership and Transfer for the purpose of the Corporation's maintenance of its
status as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended (the "Code"). Subject to certain further restrictions and except as expressly provided in the Corporation's
Charter, (i) no Person may Beneficially Own in excess of 5% of the outstanding Capital Shares of the Corporation (by value or by number of shares whichever is more restrictive); (ii) no
Person may Constructively Own in excess of 9.8% of the outstanding Capital Shares of the Corporation (by value or by number of shares, whichever is more restrictive); (iii) no Person may
Beneficially or Constructively Own Capital Shares that would result in the Corporation being "closely held" under Section 856(h) of the Code or otherwise cause the Corporation to fail to
qualify as a REIT; and (iv) no Person may Transfer Capital Shares if such Transfer would result in the capital stock of the Corporation being owned by fewer than 100 Persons. Any Person who
Beneficially or Constructively Owns or attempts to Beneficially or Constructively Own Capital Shares which causes or will cause a Person to Beneficially or Constructively Own Capital Shares in excess
of the above limitations must immediately notify the Corporation. If any of the restrictions on transfer or ownership are violated, the Capital Shares represented hereby will be automatically
transferred to a Trustee of a Trust for the benefit of one or more Charitable Beneficiaries. In addition, the Corporation may redeem shares upon the terms and conditions specified by the Board of
Directors in its sole discretion if the Board of Directors determines that ownership or a Transfer or other event may violate the restrictions described above. Furthermore, upon the occurrence of
certain events, attempted Transfers in violation of the restrictions described above may be void ab initio. All capitalized terms in this legend have the meanings defined in the Charter of the
Corporation, as the same may be amended from time to time, a copy of which, including the restrictions on transfer and ownership, will be furnished to each holder of Capital Shares on written request
and without charge. Requests for such a copy may be directed to the Secretary of the Corporation, at the Corporation's principal office. 


        Keep
this Certificate in a safe place. If it is lost, stolen or destroyed, the Corporation 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	 	UNIF GIFT MIN ACT	 	—            
	 	Custodian	 	 

	 	 	 	 	 	 	(Cust)	 	 	 	(Minor)
	TEN ENT	 	—as tenants by the entireties	 	—	 	under Uniform Gifts to Minors Act
	 	 	 	 	 	 	 
 (State)
	JT TEN	 	—as joint tenants with right of	 	UNIF TRF MIN ACT	 	—            
	 	Custodian (until age            )
	 	 	survivorship and not as	 	 	 	(Cust)	 	 	 	 
	 	 	tenants in common	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	under Uniform Transfers to
	 	 	 	 	 	 	(Minor)	 	 	 	 
	 	 	 	 	 	 	Minors Act	 	 
	 	 
	 	 	 	 	 	 	 	 	(State)	 	 








        Additional abbreviations may also be used though not in the 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 POSTAL ZIP CODE, OF ASSIGNEE
	 

	 
	 	SHARES
	OF THE CAPITAL STOCK REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY CONSOLIDATE AND APPOINT
	 
	 	ATTORNEY
	TO TRANSFER THE SAID STOCK ON THE BOOKS OF THE NAMED CORPORATION 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 17 Ad-15.











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FORM OF STOCK CERTIFICATE PRICE LEGACY CORPORATION