Dawn M Becker Form 4 FEDERAL REALTY INVESTMENT TRUST / DAWN M BECKER ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BECKER DAWN M

(Last) (First) (Middle)

1626 EAST JEFFERSON STREET

(Street)

ROCKVILLE MD 20852

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FEDERAL REALTY INVESTMENT TRUST [ FRT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP-General Counsel & Sec

3. Date of Earliest Transaction (Month/Day/Year)
09/07/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common shares of beneficial interest	09/07/2017		M(1)		24,346	A	$73.03	145,809	D
Common shares of beneficial interest	09/07/2017		S(1)		814	D	$131.25	144,995	D
Common shares of beneficial interest	09/07/2017		S(1)		200	D	$131.12	144,795	D
Common shares of beneficial interest	09/07/2017		S(1)		300	D	$131.07	144,495	D
Common shares of beneficial interest	09/07/2017		S(1)		1,486	D	$131.06	143,009	D
Common shares of beneficial interest	09/07/2017		S(1)		4	D	$131.05	143,005	D
Common shares of beneficial interest	09/07/2017		S(1)		376	D	$131.04	142,629	D
Common shares of beneficial interest	09/07/2017		S(1)		796	D	$131.03	141,833	D
Common shares of beneficial interest	09/07/2017		S(1)		100	D	$131.02	141,733	D
Common shares of beneficial interest	09/07/2017		S(1)		1,424	D	$131.01	140,309	D
Common shares of beneficial interest	09/07/2017		S(1)		500	D	$131	139,809	D
Common shares of beneficial interest	09/07/2017		S(1)		800	D	$130.97	139,009	D
Common shares of beneficial interest	09/07/2017		S(1)		1,700	D	$130.95	137,309	D
Common shares of beneficial interest	09/07/2017		S(1)		57	D	$130.93	137,252	D
Common shares of beneficial interest	09/07/2017		S(1)		100	D	$130.92	137,152	D
Common shares of beneficial interest	09/07/2017		S(1)		700	D	$130.91	136,452	D
Common shares of beneficial interest	09/07/2017		S(1)		700	D	$130.9	135,752	D
Common shares of beneficial interest	09/07/2017		S(1)		100	D	$130.89	135,652	D
Common shares of beneficial interest	09/07/2017		S(1)		500	D	$130.88	135,152	D
Common shares of beneficial interest	09/07/2017		S(1)		100	D	$130.86	135,052	D
Common shares of beneficial interest	09/07/2017		S(1)		2,980	D	$130.85	132,072	D
Common shares of beneficial interest	09/07/2017		S(1)		2,120	D	$130.84	129,952	D
Common shares of beneficial interest	09/07/2017		S(1)		878	D	$130.83	129,074	D
Common shares of beneficial interest	09/07/2017		S(1)		800	D	$130.82	128,274	D
Common shares of beneficial interest	09/07/2017		S(1)		2,446	D	$130.81	125,828	D
Common shares of beneficial interest	09/07/2017		S(1)		700	D	$130.8	125,128	D
Common shares of beneficial interest	09/07/2017		S(1)		343	D	$130.79	124,785	D
Common shares of beneficial interest	09/07/2017		S(1)		352	D	$130.78	124,433	D
Common shares of beneficial interest	09/07/2017		S(1)		438	D	$130.77	123,995	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee stock option	$73.03	09/07/2017		M			24,346	02/10/2011(2)	02/10/2018	Common shares of beneficial interest	24,346	$0	0	D

Explanation of Responses:

1. This is one of two Form 4s being filed to report one transaction that occurred on September 7, 2017 because the transaction would not fit on one Form 4.

2. 2,157 shares were exercisable on 2/10/2011; 8,875 shares were exercisable on 2/10/2012 and 13,314 shares were exercisable on 2/10/2013.

Remarks:

	Dawn M. Becker	09/08/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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