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 *
Fanwick Kerry
   2. Issuer Name and Ticker or Trading Symbol
BRE PROPERTIES INC /MD/ [BRE] 		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
(Last)
(First)
(Middle)
525 MARKET STREET, 4TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
03/31/2014
(Street)

SAN FRANCISCO, CA US 94105		 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)
Code V Amount (A) or (D) Price
Common Stock 03/31/2014   A   6,303 (1) A $ 62.13 65,828 D  
Common Stock 03/31/2014   F   18,791 (2) D $ 62.13 47,037 D  
Common Stock 04/01/2014   D   47,037 (3) D (3) 0 (3) D  

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 33.06 04/01/2014   D     13,828   (5) 01/27/2020 Common stock 13,828 (4) 0 D  
Stock Option (Right to Buy) $ 44.12 04/01/2014   D     9,294   (5) 01/26/2021 Common stock 9,294 (4) 0 D  
Stock Option (Right to Buy) $ 51.52 04/01/2014   D     7,241   (5) 01/25/2022 Common stock 7,241 (4) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Fanwick Kerry
525 MARKET STREET
4TH FLOOR
SAN FRANCISCO, CA US 94105		       EVP, General Counsel  

Signatures

 Kerry Fanwick   04/01/2014
**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) Supplemental shares earned in excess of target.
(2) Shares retired to settle tax obligation in connection with vesting of restricted shares.
(3) Disposed of pursuant to the "Merger Agreement" each share of BRE Properties, Inc. common stock held by the Reporting Person as of the date of the merger was converted into 0.2971 shares of Essex Property Trust, Inc. common stock, plus additional shares equal to $7.18 divided by the Essex volume weighted average price plus $5.15 in cash.
(4) Disposed of pursuant to the "Merger Agreement" in exchange for a number of options to purchase shares of Essex Property Trust, Inc. common stock equal to the number of BRE Properties, Inc. options reflected in this line item, multiplied by the sum of the common stock exchange ratio of 0.2971 and $12.33 divided by Essex Property Trust, Inc.'s 10 day volume weighted average price,or 0.3712, rounded down to the nearest share. The exercise price of the Essex Property Trust, Inc. options will be equal to the exercise price of the corresponding BRE Properties, Inc. options, divided by 0.3712, rounded up to the nearest whole cent.
(5) Pursuant to the "Merger Agreement" all unvested options to purchase BRE Properties, Inc. common shares became fully vested and exercisable upon the merger.

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