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 *
TRESHAM WILLIAM R C
   2. Issuer Name and Ticker or Trading Symbol
TRIZEC PROPERTIES INC [TRZ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
COO & Executive VP
(Last)
(First)
(Middle)
C/O TRIZEC PROPERTIES, INC., 10 S. RIVERSIDE PLAZA, SUITE 1100		 3. Date of Earliest Transaction (Month/Day/Year)
10/05/2006
(Street)

CHICAGO, IL 60606		 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 10/05/2006   A   120,603 (1) A $ 0 327,693 (2) D  
Common Stock 10/05/2006   D   327,693 (2) D $ 29.0209 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
Employee Stock Option (right to buy) $ 16.34 10/05/2006   D     30,000   (4) 01/09/2009 Common Stock 30,000 $ 12.6809 0 D  
Employee Stock Option (right to buy) $ 17.3 10/05/2006   D     30,000   (5) 01/09/2009 Common Stock 30,000 $ 11.7209 0 D  
Employee Stock Option (right to buy) $ 18.26 10/05/2006   D     30,000   (6) 01/09/2009 Common Stock 30,000 $ 10.7609 0 D  
Employee Stock Option (right to buy) $ 8.61 10/05/2006   D     130,000   (7) 03/04/2013 Common Stock 130,000 $ 20.4109 0 D  
Employee Stock Option (right to buy) $ 18.41 10/05/2006   D     1,458   (8) 05/08/2007 Common Stock 1,458 $ 10.6109 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
TRESHAM WILLIAM R C
C/O TRIZEC PROPERTIES, INC.
10 S. RIVERSIDE PLAZA, SUITE 1100
CHICAGO, IL 60606		       COO & Executive VP  

Signatures

 /s/ Bansari Shah, by power of attorney   10/05/2006
**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) Represents shares of restricted common stock awarded under the Trizec Properties, Inc. 2004 Outperformance Compensation Program adopted under the Trizec Properties, Inc. 2002 Long-Term Incentive Plan, as amended (the "OPP").
(2) Includes 120,603 shares of restricted common stock awarded under the OPP, 120,847 restricted stock rights, 37,935 of which were deferred under the Trizec Properties, Inc. Deferred Compensation Plan, and 847 shares of common stock acquired in exempt acquisitions pursuant to the issuer's Employee Stock Purchase Plan since the reporting person's last Form 4.
(3) Disposed of pursuant to an agreement and plan of merger and arrangement agreement between the issuer and affiliates of Brookfield Properties Corporation.
(4) This option, which is fully vested, was canceled in the merger for cash payment of $380,427, representing the difference between the exercise price of the option and the cash merger consideration ($29.0209 per share).
(5) This option, which is fully vested, was canceled in the merger for cash payment of $351,627, representing the difference between the exercise price of the option and the cash merger consideration ($29.0209 per share).
(6) This option, which is fully vested, was canceled in the merger for cash payment of $322,827, representing the difference between the exercise price of the option and the cash merger consideration ($29.0209 per share).
(7) This option, which is fully vested, was canceled in the merger for cash payment of $2,653,417 representing the difference between the exercise price of the option and the cash merger consideration ($29.0209 per share).
(8) This option, which is fully vested, was canceled in the merger for cash payment of $15,471, representing the difference between the exercise price of the option and the cash merger consideration ($29.0209 per share).

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