exv4w1



 




Exhibit 4.1







	NUMBER



	_% SERIES A CUMULATIVE
REDEEMABLE PREFERRED STOCK
PAR VALUE $.01



	THIS CERTIFICATE IS TRANSFERABLE
IN THE CITY OF NEW YORK, NY



	MAGUIRE PROPERTIES



	MAGUIRE PROPERTIES, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND



	SHARES



	_% SERIES A CUMULATIVE
REDEEMABLE PREFERRED STOCK
PAR VALUE $.01



	CUSIP 559775    
SEE REVERSE FOR CERTAIN DEFINITIONS



	This Certifies that



	is the record holder of



	FULLY PAID AND NON-ASSESSABLE SHARES OF THE _% SERIES A CUMULATIVE REDEEMABLE
PREFERRED STOCK OF



	Maguire Properties, Inc. (the “Company”) transferable on the books of the
Company by the holder hereof, in person or by duly authorized attorney, upon
surrender of this certificate properly endorsed. This certificate is not valid
until countersigned by the Transfer Agent and registered by the Registrar.



	Witness the facsimile seal of the Company and the facsimile signatures of
its duly authorized officers.



	Dated:



	COUNTERSIGNED AND REGISTERED:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
(JERSEY CITY, N.J.)



	TRANSFER AGENT AND REGISTRAR,



	By:



	AUTHORIZED OFFICER



	COLONIAL BANK NOTE COMPANY



	CO-CHIEF EXECUTIVE OFFICER CO-CHIEF EXECUTIVE OFFICER

















 




CLASSES OF STOCK



THE COMPANY IS AUTHORIZED TO ISSUE CAPITAL STOCK OF MORE THAN ONE CLASS,
CONSISTING OF COMMON STOCK AND ONE OR MORE CLASSES OF PREFERRED STOCK. THE
BOARD OF DIRECTORS IS AUTHORIZED TO DETERMINE THE PREFERENCES, LIMITATIONS AND
RELATIVE RIGHTS OF ANY CLASS OF THE PREFERRED STOCK BEFORE THE ISSUANCE OF
SHARES OF SUCH CLASS OF PREFERRED STOCK. THE COMPANY WILL FURNISH, WITHOUT
CHARGE, TO ANY STOCKHOLDER MAKING A WRITTEN REQUEST THEREFOR, A COPY OF THE
COMPANY’S CHARTER AND A WRITTEN STATEMENT OF THE DESIGNATIONS, RELATIVE
RIGHTS, PREFERENCES, CONVERSION OR OTHER RIGHTS, VOTING POWERS, RESTRICTIONS,
LIMITATIONS AS TO DIVIDENDS AND OTHER DISTRIBUTIONS, QUALIFICATIONS AND TERMS
AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE COMPANY HAS
THE AUTHORITY TO ISSUE AND, IF THE COMPANY IS AUTHORIZED TO ISSUE ANY
PREFERRED OR SPECIAL CLASS AND 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 DIRECTORS TO SET SUCH RIGHTS AND
PREFERENCES OF SUBSEQUENT SERIES. REQUESTS FOR SUCH WRITTEN STATEMENT MAY BE
DIRECTED TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE.




RESTRICTION ON OWNERSHIP AND TRANSFER



THE SHARES OF SERIES A PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER
FOR THE PURPOSE OF THE COMPANY’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 ARTICLES SUPPLEMENTARY FOR THE SERIES A PREFERRED STOCK, (i)
NO PERSON MAY BENEFICIALLY OWN SHARES OF THE COMPANY’S SERIES A PREFERRED
STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE
RESTRICTIVE) OF THE OUTSTANDING SERIES A PREFERRED STOCK OF THE COMPANY; (ii)
NO PERSON MAY CONSTRUCTIVELY OWN SHARES OF THE COMPANY’S SERIES A PREFERRED
STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE
RESTRICTIVE) OF THE OUTSTANDING SERIES A PREFERRED STOCK OF THE COMPANY; (iii)
NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES A PREFERRED STOCK
THAT, TAKING INTO ACCOUNT ANY OTHER CAPITAL STOCK OF THE COMPANY BENEFICIALLY
OR CONSTRUCTIVELY OWNED BY SUCH PERSON, WOULD RESULT IN THE COMPANY BEING
“CLOSELY HELD” UNDER SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE COMPANY
TO FAIL TO QUALIFY AS A REIT; AND (iv) NO PERSON MAY TRANSFER SERIES A
PREFERRED STOCK IF SUCH TRANSFER WOULD RESULT IN THE CAPITAL STOCK OF THE
COMPANY BEING OWNED BY FEWER THAN 100 PERSONS. ANY PERSON WHO BENEFICIALLY OR
CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES A
PREFERRED STOCK WHICH CAUSES OR WILL CAUSE A PERSON TO BENEFICIALLY OR
CONSTRUCTIVELY OWN SERIES A PREFERRED STOCK IN EXCESS OF THE ABOVE LIMITATIONS
MUST IMMEDIATELY NOTIFY THE COMPANY. IF ANY OF THE RESTRICTIONS ON TRANSFER OR
OWNERSHIP ARE VIOLATED, THE SERIES A PREFERRED STOCK REPRESENTED HEREBY IN
EXCESS OF SUCH RESTRICTIONS WILL BE AUTOMATICALLY TRANSFERRED TO THE TRUSTEE
OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN
ADDITION, THE COMPANY 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 TERMS IN THIS LEGEND WHICH ARE DEFINED IN THE
ARTICLES SUPPLEMENTARY FOR THE SERIES A PREFERRED STOCK SHALL HAVE THE
MEANINGS ASCRIBED TO THEM IN SUCH ARTICLES SUPPLEMENTARY, 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 SERIES A PREFERRED
STOCK ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED
TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE.




     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
	JT TEN	 	
–
	 	as joint tenants with right of
survivorship and not as tenants in common










	 	 	 	 	 	 	 
	UNIF GIFT MIN ACT–	 	 	 	Custodian	 	 
	 	 	


	 	 	 	

	 	 	
(Cust)
	 	 	 	(Minor)
	 	 	under Uniform Gifts to Minors Act
	 	 	 
	 	 	

	 	 	 	 	(State)	 	 






	 	 	 	 	 	 	 
	UNIF TRF MIN ACT –	 	 	 	Custodian (until age)	 	 
	 	 	


	 	 	 	

	 	 	
(Cust)	 	 	 	 
	 	 	 	 	under Uniform Transfers	 	 
	 	 	

	 	 	 	 
	 	 	
(Minor)	 	 	 	 
	 	 	
to 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 Series A Preferred Stock represented by the within certificate,
and do hereby irrevocably constitute and appoint








Attorney to transfer the said stock on the books of the within named Company
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(s) Guaranteed:




	 	 	 	 	 
	By	 	 	 	 
	 	 	


	 	 





THE SIGNATURE(S) MUST 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.