Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

June 29, 2011



American Assets Trust, Inc.

(Exact name of registrant as specified in its charter)




Maryland   001-35030    27-3338708

(State or other jurisdiction

of incorporation)



File No.)

   (I.R.S. Employer

Identification No.)


11455 El Camino Real, Suite 200

San Diego, California 92130

(Address of principal executive offices)   (Zip Code)

(858) 350-2600

Registrant’s telephone number, including area code:

Not Applicable

(Former name or former address, if changed since last report.)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 29, 2011, Edward F. Lange, Jr. notified American Assets Trust, Inc. (the “Company”) of his resignation as a Director of the Company due to his desire to devote more of his time to other business obligations. Mr. Lange’s resignation will be effective as of June 29, 2011, and includes his resignation as the Chairman of the Company’s Audit Committee and as a member of the Company’s Compensation Committee.

Mr. Lange’s decision to resign was not due to any disagreement with the Company relating to the Company’s operations, policies or practices.

The Board of Directors of the Company currently plans to fill the vacancy created by Mr. Lange’s resignation by a vote of the existing Directors at a later date.


Item 9.01 Financial Statements and Exhibits.



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


    American Assets Trust, Inc.



Adam Wyll

Senior Vice President, General Counsel and Secretary

June 29, 2011