Edgar Filing: WELLSFORD REAL PROPERTIES INC

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Garfield Jonathan

2. Issuer Name and Ticker or Trading Symbol
WELLSFORD REAL PROPERTIES INC [WRP]

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

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Executive Vice President

(Last)

(First)

(Middle)

C/O REIS SERVICES, LLC, 530 FIFTH AVENUE, 5TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
05/30/2007

(Street)

NEW YORK, NY 10036

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/30/2007		A		787,080	A	⁽¹⁾	787,080 ⁽¹⁾	D
Common Stock	05/30/2007		D		50,692 ⁽²⁾	D	$ 8.16	736,388	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

⁽³⁾

05/30/2007

46,000

⁽⁴⁾

Common Stock

46,000

$ 0

46,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Garfield Jonathan C/O REIS SERVICES, LLC 530 FIFTH AVENUE, 5TH FLOOR NEW YORK, NY 10036	X		Executive Vice President

Signatures

/s/ Mark P. Cantaluppi, as attorney-in-fact		06/01/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The reporting person acquired 787,080 shares of issuer common stock pursuant to the merger of Reis, Inc. with and into a wholly owned subsidiary of the issuer. Of the 787,080 shares issued to the reporting person in the merger, 98,878 shares are currently being held in escrow and are subject to forfeiture during the two-year period following the merger to satisfy any claims in the event of Reis, Inc.'s breach of its representations, warranties and covenants in the merger agreement.
(2)	Pursuant to a letter agreement in connection with the merger, the reporting person disposed of 50,692 shares of issuer common stock to fulfill a debt obligation to Reis, Inc.
(3)	Each restricted stock unit represents a contingent right to receive one share of issuer common stock.
(4)	The restricted stock units vest in three equal installments beginning May 30, 2008, subject to attainment of certain performance targets. Vested shares will be delivered to the reporting person on May 30, 2010 or promptly after the reporting person terminates employment with the issuer.

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