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 *
WATTLES THOMAS G
   2. Issuer Name and Ticker or Trading Symbol
DCT Industrial Trust Inc. [DCT] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman
(Last)
(First)
(Middle)
518 17TH STREET, SUITE 800		 3. Date of Earliest Transaction (Month/Day/Year)
12/16/2008
(Street)

DENVER, CO 80202		 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

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Units (1) 12/16/2008   X(2)(3)(4)   477,778     (1)   (1) Common Stock 477,778 $ 9 (2) (3) (4) 1,638,451 I By TGW Investors LLC
Put Option (Obligation to Buy) $ 9 (2) (3) (4) 12/16/2008   X(2)(3)(4)     477,777 06/06/2008   (2)(3)(4) Common Stock 477,777 $ 0 (2) (3) (4) 0 I By TGW Investors LLC

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WATTLES THOMAS G
518 17TH STREET
SUITE 800
DENVER, CO 80202		   X     Chairman  

Signatures

 Stephen K. Schutte, Attorney-in-Fact   12/18/2008
**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 common units ("Common Units") of limited partnership interest in DCT Industrial Operating Partnership LP, of which the Issuer is the general partner. Each Common Unit may be presented for redemption at the election of the holder at any time, for cash equal to the fair market value of a share of the Issuer's Common Stock, except that the Issuer may, at its election, acquire each Common Unit so presented for one share of Common Stock. There is no stated expiration date for this redemption right.
(2) Represents the exercise of the remaining portion of the put option contained in the Transaction Agreement (described below) pursuant to which third parties put 477,778 Common Units to TGW Investors LLC in exchange for equity interests in private entities having an estimated value of $4,300,000. TGW Investors LLC is a party to a Transaction Agreement dated as of June 6, 2008 (the "Transaction Agreement") pursuant to which TGW Investors LLC agreed to sell equity interests in a number of private entities to third-party purchasers in exchange for, at the purchasers' option, $5.8 million in cash or Common Units with a value of $5.8 million.
(3) Under the Transaction Agreement, the Common Units were to be valued based on the market price of the Issuer's Common Stock, subject to a minimum value of $9.00 per unit and an agreed upon maximum value per unit. The put option contained in the Transaction Agreement could have been terminated by TGW Investors LLC if it was not exercised by December 16, 2008. Prior to December 16, 2008, a portion of the put option was exercised, and third parties put Common Units to TGW Investors LLC in exchange for equity interests in a number of private entities having an estimated value of $1,500,000.
(4) On December 16, 2008, the remaining portion of the put option was exercised and third parties put 477,778 Common Units to TGW Investors LLC (valued at the minimum price per unit of $9.00 established in the Transaction Agreement) in exchange for equity interests in private entities having an estimated value of $4,300,000. Each Common Unit may be presented for redemption at the election of the holder, for cash equal to the fair market value of a share of the Issuer's Common Stock, except that the Issuer may, at its election, acquire each Common Unit so presented for one share of Common Stock.

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