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

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 27, 2012

Whitestone REIT
(Exact name of registrant as specified in charter)

Maryland
 
000-50256
 
76-0594970
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

2600 South Gessner, Suite 500, Houston, Texas
 
77063
(Address of principal executive offices)
 
(Zip Code)

(713) 827-9595
(Registrant's Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 27, 2012, Whitestone REIT (the “Company”) filed with the State Department of Assessments and Taxation of Maryland (the “SDAT”) amendments to its declaration of trust that (i) reclassified each issued and unissued Class A common share of beneficial interest, par value $0.001 (the “Class A common shares”), into one Class B common share of beneficial interest, par value $0.001 (the “Class B common shares”) and (ii) changed the designation of all of the Class B common shares to “common shares.” The amendment setting forth the reclassification of the Class A common shares into Class B common shares was approved by the Company's shareholders at the 2012 annual meeting of shareholders held on May 22, 2012. The amendment approving the redesignation of the Class B common shares to common shares was approved by the Company's board of trustees and did not require shareholder approval.
 
Each of the articles of amendment were effective upon filing with the SDAT. A copy of each of the articles of amendment is filed as an exhibit to this report.

Item 9.01.      Financial Statements and Exhibits.

Exhibit No.      Description
    
Exhibit 3.1.1    Articles of Amendment
Exhibit 3.1.2    Article of Amendment        





SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
Whitestone REIT
 
 
 
(Registrant)
 
 
 
 
Date:
6/27/2012
 
By:  /s/ David K. Holeman
 
 
 
Name: David K. Holeman
Title:    Chief Financial Officer








WHITESTONE REIT
ARTICLES OF AMENDMENT

THIS IS TO CERTIFY THAT:

FIRST : The declaration of trust (the “Declaration of Trust”) of Whitestone REIT, a Maryland real estate investment trust (the “Trust”), is hereby amended to provide that, immediately upon the acceptance of these Articles of Amendment for record by the State Department of Assessments and Taxation of Maryland (the “Effective Time”), (a) each issued and outstanding Class A common share of beneficial interest, $0.001 par value per share, of the Trust immediately prior to the Effective Time shall be changed into one issued and outstanding Class B common share of beneficial interest, $0.001 par value per share, of the Trust and (b) each unissued Class A common share of beneficial interest, $0.001 par value per share, of the Trust immediately prior to the Effective Time shall be changed into one unissued Class B common share of beneficial interest, $0.001 par value per share, of the Trust.

SECOND : The amendment to the Declaration of Trust as set forth above has been duly advised by the Board of Trustees of the Trust and approved by the shareholders of the Trust entitled to vote thereon as required by law.

THIRD : There has been no increase in the authorized shares of beneficial interest of the Trust effected by the amendment to the Declaration of Trust as set forth above.

FOURTH : The undersigned acknowledges these Articles of Amendment to be the trust act of the Trust and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.







[SIGNATURE PAGE FOLLOWS]





IN WITNESS WHEREOF, the Trust has caused these Articles of Amendment to be signed in its name and on its behalf by its Chairman and Chief Executive Officer and attested to by its Secretary on this 27th day of June, 2012.


ATTEST:
 
WHITESTONE REIT
 
 
 
By: __ /s/ John J. Dee _______________
 
By: _ /s/ James C. Mastandrea ___________ (SEAL)
       Name: John J. Dee
 
       Name: James C. Mastandrea
       Title: Secretary
 
       Title: Chairman and Chief Executive Officer





WHITESTONE REIT
ARTICLES OF AMENDMENT

THIS IS TO CERTIFY THAT:

FIRST : The declaration of trust (the “Declaration of Trust”) of Whitestone REIT, a Maryland real estate investment trust (the “Trust”), is hereby amended to change the designation of the Trust's Class B common shares of beneficial interest, $0.001 par value per share, to common shares of beneficial interest, $0.001 par value per share. All references in the Declaration of Trust to “Class B Common Shares” are hereby changed to “Common Shares.”

SECOND : The amendment to the Declaration of Trust as set forth above has been duly approved by at least a majority of the entire Board of Trustees of the Trust as required by law. The amendment set forth herein is made without action by the shareholders of the Trust, pursuant to Section 8-501(e)(2) of the Maryland REIT Law.

THIRD : There has been no increase in the authorized shares of beneficial interest of the Trust effected by the amendment to the Declaration of Trust as set forth above.

FOURTH : The undersigned acknowledges these Articles of Amendment to be the trust act of the Trust and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.







[SIGNATURE PAGE FOLLOWS]





IN WITNESS WHEREOF, the Trust has caused these Articles of Amendment to be signed in its name and on its behalf by its Chairman and Chief Executive Officer and attested to by its Secretary on this 27th day of June, 2012.

ATTEST:
 
WHITESTONE REIT
 
 
 
By: __ /s/ John J. Dee _______________
 
By: _ /s/ James C. Mastandrea ___________ (SEAL)
       Name: John J. Dee
 
       Name: James C. Mastandrea
       Title: Secretary
 
       Title: Chairman and Chief Executive Officer