Edgar Filing: SIZELER PROPERTY INVESTORS INC

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

LASSEN SIDNEY W

2. Issuer Name and Ticker or Trading Symbol
SIZELER PROPERTY INVESTORS INC [SIZ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O SIZELER PROPERTY INVESTORS, INC. 2542 WLLIAMS BLVD.

3. Date of Earliest Transaction (Month/Day/Year)
11/10/2006

(Street)

KENNER, LA 70062

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.0001 par value	11/10/2006		D		390,982	D	$ 15.1 ⁽¹⁾	0	D
Common Stock, $0.0001 par value	11/10/2006		D		82,500	D	$ 15.1 ⁽¹⁾	0	I	See Footnote ⁽²⁾
Common Stock, $0.0001 par value	11/10/2006		D		60,000	D	$ 15.1 ⁽¹⁾	0	I	See Footnote ⁽³⁾
Common Stock, $0.0001 par value	11/10/2006		D		18,000	D	$ 15.1 ⁽¹⁾	0	I	See Footnote ⁽⁴⁾
Common Stock, $0.0001 par value	11/10/2006		D		5,000	D	$ 15.1 ⁽¹⁾	0	I	By Spouse

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LASSEN SIDNEY W C/O SIZELER PROPERTY INVESTORS INC. 2542 WLLIAMS BLVD. KENNER, LA 70062	X

Signatures

/s/ Sidney W. Lassen		11/13/2006
^**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)	Disposed of pursuant to a merger agreement by and among the issuer, Revenue Properties Company Limited ("Acquiror") and Revenue Properties (Sizeler) Inc., an indirect wholly-owned subsidiary of Acquiror, in exchange for a cash payment of $15.10 per share.
(2)	Owned by Sizeler Realty Co., Inc. The Reporting Person disclaims beneficial ownership of these shares except to the extent of the Reporting Person's pecuniary interest in the shares.
(3)	Owned by a limited liability company of which the Reporting Person in the operating manager and in which the Reporting Person's spouse is a member. The Reporting Person disclaims beneficial ownership of these shares except to the extent of the Reporting Person's pecuniary interest in the shares.
(4)	Owned by a family partnership. The Reporting Person disclaims beneficial ownership of these shares except to the extent of the Reporting Person's pecuniary interest in the shares.

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