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 *
CAREY H AUGUSTUS
  2. Issuer Name and Ticker or Trading Symbol
W. P. Carey Inc. [WPC]
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)
1650 E. BUTLER PIKE
3. Date of Earliest Transaction (Month/Day/Year)
03/28/2013
(Street)

AMBLER, PA 19002
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 03/28/2013   S(1)   616,971 (1) D $ 64.8328 (1) 2,994,620 I As Co-Executor of the Estate of Wm. Polk Carey (2)
Common Stock               7,114,735 (3) I As Co-Executor of the Estate of Wm. Polk Carey (4)
Common Stock               115,252 D  
Common Stock               12,324 I By Spouse
Common Stock               10,808 I By Daughter
Common Stock               8,405.0143 I By Self as UGMA Custodian for Daughter

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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CAREY H AUGUSTUS
1650 E. BUTLER PIKE
AMBLER, PA 19002
    X    

Signatures

 /s/ H. Augustus Carey   04/01/2013
**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 the exercise of the third sale option under the terms of the Share Purchase Agreement at a per share sale price equal to $64.8328, which was determined at the time of exercise.
(2) This Common Stock is held in the Estate. The reporting person is the co-executor of the Estate, and disclaims beneficial ownership of this Common Stock except to the extent of his pecuniary interest.
(3) Previously the Reporting Person mistakenly included an additional .3152 shares of Common Stock which Wm. Polk Carey Estate, LLC did not own.
(4) This Common Stock is held by Wm. Polk Carey Estate, LLC, which is wholly-owned by the Estate. The reporting person is the co-executor of the Estate, and disclaims beneficial ownership of this Common Stock except to the extent of his pecuniary interest.
 
Remarks:
On December 3, 2012, the Reporting Person was deemed to beneficially own more than 10% of the Issuer's outstanding Common Stock because on that date he was appointed as a co-executor of an estate that owns more than 10% of the Issuer's outstanding Common Stock.

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