Exhibit
4.1




	
  

  	
  ABnote North
  America 711 ARMSTRONG LANE COLUMBIA, TENNESSEE 38401 (931) 388-3003 HOLLY
  GRONER 931-490-7660 JULY 26, 2012 W.P. CAREY INC. WO-5742 FACE Operator: mr
  REV.1 COLOR:This proof was printed from a digital file or artwork on a
  graphics quality, color laser printer. It is a good representation of the
  color as it will appear on the final product. However, this proof process is
  different from offset printing. It is not an exact color rendition, and the
  final printed product may appear slightly different from the proof due to the
  difference between the dyes and printing ink. PLEASE INITIAL THE APPROPRIATE
  SELECTION FOR THIS PROOF: OK AS IS OK WITH CHANGES MAKE CHANGES AND SEND
  ANOTHER PROOF COLORS SELECTED FOR PRINTING: Intaglio prints in SC-7 Dark
  Blue. Logo Prints in colorsPMS 287 Blue NOTE: TEXT RECEIVED BY MODEM OR
  E-MAIL IS NOT PROOFREAD WORD FOR WORD. S H A R E S COMMON STOCK THIS
  CERTIFICATE IS TRANSERABLE IN CANTON, MA, JERSEY CITY, NJ, NEW YORK, NY AND
  PITTSBURGH, PA COMMON STOCK CUSIP 92936U 10 9 SEE REVERSE FOR IMPORTANT
  NOTICE ON TRANSFER RESTRICTIONS AND OTHER INFORMATION INCORPORATED UNDER THE
  LAWS OF THE STATE OF MARYLAND This Certifies that is the owner of FULLY PAID
  AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE PER SHARE, OF W.
  P. Carey Inc. (hereinafter called the Company), transferable 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 and bylaws of the Company and
  all amendments thereto. This Certificate is not valid until countersigned and
  registered by the Transfer Agent and Registrar. In Witness Whereof, the
  Company has caused the facsimile signatures of its duly authorized officers
  and its facsimile seal to be affixed hereto. Dated: MAR YLAND SEAL 2012
  COMPANY W . P . CAR E Y I N C . MANAGING DIRECTOR AND SECRETARY COUNTERSIGNED
  AND REGISTERED: COMPUTERSHARE SHAREOWNER SERVICES LLC TRANSFER AGENT AND
  REGISTRAR BY AUTHORIZED SIGNATURE WP PRESIDENT AND CHIEF EXECUTIVE OFFICER 

  






 


 














	
  

  	
  Signature
  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 17Ad-15. 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 Additional abbreviations may also
  be used though not in the above list. For value received, hereby sell, assign
  and transfer unto NOTICE: The signature(s) 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. 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: Shares of Common Stock (PLEASE
  PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE)
  represented by the within Certificate, and do hereby irrevocably constitute
  and appoint to transfer the said Shares of Common Stock on the books of the
  within-named Company with full power of substitution in the premises. Dated:
  PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE UNIF
  GIFT MIN ACT — Custodian (Cust) (Minor) under Uniform Gifts to Minors Act
  (State) Attorney Signature(s) W. P. CAREY INC. THE COMPANY WILL FURNISH TO
  ANY STOCKHOLDER, ON REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF 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 (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 (THE "CHARTER"), AS MAY BE
  AMENDED FROM TIME TO TIME, 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 OR TO THE TRANSFER AGENT. 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
  ("REIT") UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
  "CODE"). SUCH RESTRICTIONS ARE SET FORTH IN THE CHARTER.
  INFORMATION REGARDING SUCH RESTRICTIONS AND A COPY OF THE CHARTER, INCLUDING
  THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER
  OF CAPITAL STOCK OF THE COMPANY ON REQUEST AND WITHOUT CHARGE. SUCH REQUEST
  MUST BE MADE TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE. IF THIS
  CERTIFICATE IS LOST, STOLEN OR DESTROYED, THE COMPANY WILL REQUIRE A BOND OF INDEMNITY
  AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE. PLEASE INITIAL
  THE APPROPRIATE SELECTION FOR THIS PROOF: OK AS IS OK WITH CHANGES MAKE
  CHANGES AND SEND ANOTHER PROOF AMERICAN BANK NOTE COMPANY 711 ARMSTRONG LANE
  COLUMBIA, TENNESSEE 38401 (931) 388-3003 HOLLY GRONER 931-490-7660 PROOF OF
  JULY 26, 2012 W.P. CAREY INC. WO--5742 BACK Operator: MR REV.1 NOTE: TEXT
  RECEIVED BY MODEM OR E-MAIL IS NOT PROOFREAD WORD FOR WORD.