Edgar Filing: MPG Office Trust, 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

WELLS FARGO BANK N A

2. Issuer Name and Ticker or Trading Symbol
MPG Office Trust, Inc. [NYSE: MPG]

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

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

(Last)

(First)

(Middle)

101 NORTH PHILLIPS STREET

3. Date of Earliest Transaction (Month/Day/Year)
08/24/2012

(Street)

SIOUX FALLS, SD 57194

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

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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	08/24/2012		S		101,995	D	$ 3.4038 ⁽¹⁾	78,405	I ⁽²⁾	See below ⁽²⁾
Common Stock								5,594,220	D ⁽²⁾

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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WELLS FARGO BANK N A 101 NORTH PHILLIPS STREET SIOUX FALLS, SD 57194		X
WELLS FARGO & COMPANY/MN 420 MONTGOMERY STREET SAN FRANCISCO, CA 94163		X

Signatures

/s/ Birinder P. Singh, Senior Vice President, on behalf of Wells Fargo Bank, N.A.		08/28/2012
^**Signature of Reporting Person		Date
/s/ Mary E. Schaffner, Assistant Secretary, on behalf of Wells Fargo & Company		08/28/2012
^**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 price reported in Column 4 is the weighted average sales price from multiple sales on the Transaction Date, at prices ranging from $3.31 to $3.4912, inclusive. Either Reporting Person will, upon the request of MPG Office Trust, Inc., any security holder of MPG Office Trust, Inc., or the staff of the Securities and Exchange Commission, provide the requesting party full information regarding the number of shares sold at each separate price within the range reported in this and any other footnote to Column 4.
(2)	The 5,594,220 shares are directly beneficially owned by Wells Fargo Bank, N.A. ("WFB"). All other reported shares are indirectly beneficially owned by WFB and are owned directly by a borrower and pledged to WFB as collateral for a loan. The reported transactions involved sales of the shares by the borrower, and payment of sale proceeds to WFB. WFB is an indirect wholly-owned subsidiary of Wells Fargo & Company ('WFC"), and WFC is therefore an indirect beneficial owner of all of the shares reported herein.

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