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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ASHNER MICHAEL L 		2. Issuer Name and Ticker or Trading Symbol

Winthrop Realty Trust [ FUR ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman and CEO
(Last)          (First)          (Middle)

C/O WINTHROP FINANCIAL ASSOCIATES, TWO JERICHO PLAZA WING A 		3. Date of Earliest Transaction (MM/DD/YYYY)

4/6/2011
(Street)

JERICHO, NY 11753
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 Shares of Beneficial Interest   4/6/2011     P (1)    173000   (2) A $11.25   3515950   I   See notes   (3) (4) (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

Explanation of Responses:
( 1)  Shares acquired in Issuer's public offering
( 2)  Shares were acquired by FUR Investors LLC ("Investors"), an entity wholly-owned by FUR Holdings LLC ("Holdings"), the managing member of which is WEM-FUR Investors LLC ("WEM"). Michael Ashner is the managing member of WEM. 109,900 of the purchased shares are allocable to Michael Ashner.
( 3)  Shares are comprised of (i) 60,256 shares held directly by Michael L. Ashner and his wife, (ii) 3,415,032 shares held by Investors and (iii) 40,662 shares held by the Ashner Family Evergreen Foundation, a New York not for profit corporation (the "Foundation"), an entity in which the Reporting Person is a director
( 4)  Each of the Reporting Persons disclaim beneficial ownership of the shares held by the Foundation.
( 5)  For purposes of Section 16 of the Act: (i) Investors beneficially owns 3,414,032 shares of Beneficial Interest, (ii) Holdings beneficially owns the number of shares of Beneficial Interest listed by Investors as held by Investors, (iii) WEM beneficially owns 1,621,730 shares of Beneficial Interest, and (iii) Mr. Ashner beneficially owns 1,342,775 shares of Beneficial Interest.The shares held by Investors are subject to distribution to its members at any time upon request of such member.

Remarks:
This statement is filed as a joint report pursuant to Rule 16a-3(j) promulgated under the Securities Exchange Act of 1934 (the "Act") by the undersigned Reporting Person and by the entities listed on the attached Joint Filer Information Sheet who are deemed to constitute a "group" beneficially owning more than 10% of the Issuer's shares of beneficial interest, par value $1.00 per share under Section 13(d) of the Act.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ASHNER MICHAEL L
C/O WINTHROP FINANCIAL ASSOCIATES
TWO JERICHO PLAZA WING A
JERICHO, NY 11753 		X X Chairman and CEO
FUR INVESTORS LLC
7 BULFINCH PLACE
SUITE 500
BOSTON, MA 02114
X

FUR HOLDINGS LLC
7 BULFINCH PLACE
SUITE 500
BOSTON, MA 02114
X

WEM FUR INVESTORS LLC
100 JERICHO QUADRANGLE
STE 214
JERICHO, NY 11753
X


Signatures
Michael L. Ashner 4/7/2011
** Signature of Reporting Person Date

FUR Investors LLC 4/7/2011
** Signature of Reporting Person Date

FUR Holdings LLC 4/7/2011
** Signature of Reporting Person Date

WEM-FUR Holdings LLC 4/7/2011
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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