Exhibit
4.3


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  011382

  	
   

  	
   

  	
   

  	
   

  	
  CLASS A COMMON STOCK

  
	
  NUMBER

  CTA

  	
   

  	
  ORGANIZED UNDER THE LAWS OF 

  THE STATE OF MARYLAND

  	
   

  	
   

  	
   

  	
  

  SHARES

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK, NY

  

  SEE REVERSE FOR IMPORTANT

  NOTICE AND OTHER INFORMATION

  	
   

  	
  [ Statue of Liberty Logo ]

  CAPITAL TRUST, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  CUSIP 14052H 50 6

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  This certifies that

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  is the owner of

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
								



FULLY
PAID AND NONASSESSABLE SHARES OF CLASS A COMMON STOCK, $.01 PAR VALUE, OF

CAPITALTRUST, INC.


CapitalTrust, Inc.
(hereinafter called the “Company”), a Maryland corporation. This certificate
and the shares of stock represented hereby are transferable only on the books
of the Company by the registered holder hereof in person or by 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 charter of the Company (the “Charter”)
and the Bylaws of the Company and any amendments thereto


This certificate
is not valid until countersigned by the Transfer Agent and Registrar.


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


Dated:


 


	
  [ LOGO ]

  	
   

  	
   

  	
   

  	
   

  
	
  CAPITALTRUST, INC

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COUNTERSIGNED

  	
   

  	
  /s/ John R. Klopp

  
	
   

  	
   

  	
  PRESIDENT

  
	
  AMERICAN STOCK TRANSFER & TRUST COMPANY

  	
  CAPITALTRUST, INC.

  	
   

  	
   

  	
   

  
	
  (NEW YORK, N.Y.)

  	
  TRANSFER AGENT

  	
  CORPORATE SEAL

  	
   

  	
   

  	
   

  
	
   

  	
  AND REGISTRAR

  	
          ,
  1998

  	
   

  	
   

  	
   

  
	
   

  	
  Maryland

  	
   

  
	
   

  	
   

  	
   

  
	
  AUTHORIZED SIGNATURE

  	
  /s/ Brian H. Oswald

  
	
   

  	
   

  	
  SECRETARY

  
							



 

















 


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

  
	
  TEN ENT

  	
  —

  	
  as tenants by the
  entireties

  	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  
	
  JT,TEN

  	
  —

  	
  as joint tenants with
  right 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  of survivorship and not
  as

  tenants in common

  	
   

  	
  under Uniform Gifts to
  Minors

  
	
   

  	
   

  	
   

  	
   

  	
  Act 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (State)

  
	
   

  	
   

  	
   

  	
   

  
								



 


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


IMPORTANT NOTICE


The Company will
furnish to any stockholder, on request and without charge, a full statement on
the information required by Section 2-211(b) 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 stock of each class
which the Company has authority to issue and, if the Company 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 Directors 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 Charter of the Company, a copy of
which will be sent without charge to each stockholder who so requests.  Such request must be made to the Secretary of
the Company at its principal office.


The shares
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 Company’s
Charter, (i) no Individual may Beneficially or Constructively Own shares
of the Company’s Common Stock in excess of 2.5 percent (in value or number of
shares, whichever is more restrictive) of the outstanding shares of Common
Stock of the Company unless such Individual is an Excepted Holder (in which
case the Excepted Holder Limit shall be applicable); (ii) no individual may Beneficially
or Constructively Own shares of Capital Stock of the Company in excess of 2.5
percent of the value of the total outstanding shares of Capital Stock of the
Company, unless such Individual is an Excepted Holder (in which case the
Excepted Holder Limit shall be applicable): (iii) no Person may Beneficially or
Constructively Own Capital Stock that 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 shares of Capital 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 shares of Capital Stock which causes or will cause a Person
to Beneficially or Constructively Own shares of Capital Stock in excess or in violation
of the above limitations must immediately notify the Company.  If any of the restrictions on transfer or
ownership are violated, the shares of Capital Stock represented hereby will be
automatically transferred to a Trustee of a Trust for the benefit of one or
more Charitable Beneficiaries.  In
addition, 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 Company, 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 Stock of the Company on
request and without charge.


	
  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 Class A Common Stock represented by the within
  certificate and do hereby constitute and

  
	
   

  	
   

  	
   

  
	
  appoint

  	
   

  	
   

  
						



 

















 


	
   

  	
  Attorney

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

  
	
   

  	
   

  	
   

  
	
  Dated                        
  ,                

  
	
   

  	
   

  	
   

  
	
  Signature(s) Guarantee:

  	
   

  	
   

  
	
   

  	
  X

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  X

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNATURE(S)
  GUARANTEED:

  	
   

  
	
   

  	
  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.

  
							



 


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.