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 *
MUNK PETER
   2. Issuer Name and Ticker or Trading Symbol
TRIZEC PROPERTIES INC [TRZ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O TRIZEC CANADA INC., BCE PLACE, 181 BAY ST. SUITE 3820		 3. Date of Earliest Transaction (Month/Day/Year)
10/05/2006
(Street)

TORONTO, ON M5J 2T3		 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 10/05/2006   D   195,127 D (1) 0 (1) I by Trizec Canada Inc. (2)
Common Stock 10/05/2006   D   59,727,252 D (3) 0 (3) I by Emerald Blue Kft (4)

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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
Warrants (right to buy) $ 15.15 10/05/2006   D     100,000 05/08/2002(5) 12/21/2007 Common Stock 100,000 $ 13.8709 0 D  
Warrants (right to buy) $ 15.57 10/05/2006   D     250,000 05/08/2002(6) 12/06/2006 Common Stock 250,000 $ 13.4509 0 D  
Warrants (right to buy) (7) 10/05/2006   D     897,542 05/08/2002(8)   (9) Common Stock 897,542 (8) 0 I by Trizec Canada Inc. (10)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MUNK PETER
C/O TRIZEC CANADA INC.
BCE PLACE, 181 BAY ST. SUITE 3820
TORONTO, ON M5J 2T3		   X   X    

Signatures

 /s/ Bansari Shah, by power of attorney   10/05/2006
**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) The 195,127 shares previously indirectly owned by the reporting person due to his control over and substantial equity interest in Trizec Canada Inc. ("Trizec Canada") are no longer deemed beneficially owned by him because, effective October 5, 2006, as a result of an agreement and plan of merger and arrangement agreement (the "Merger Agreement") with affiliates of Brookfield Properties Corporation ("Brookfield") he disposed of all of his Trizec Canada shares to Brookfield for $30.9809 per Trizec Canada share which represents $29.0209 attributable to the shares of the issuer's common stock indirectly owned by Trizec Canada plus an additional $1.96 which represents the agreed value of Trizec Canada's net other assets and he therefore no longer owns any equity interest in Trizec Canada.
(2) As a result of certain amalgamations, the 195,126 shares previously held by TrizecHahn Corporation and the 1 share previously held by 4007069 Canada Inc. were transferred to Trizec Canada. The reporting person disclaims beneficial ownership of the securities owned by Trizec Canada except to the extent of his pecuniary interest therein.
(3) The 59,727,252 shares previously indirectly owned by the reporting person due to his control over and substantial equity interest in Trizec Canada (Emerald Blue Kft is a subsidiary of Trizec Canada) are no longer deemed beneficially owned by him because, effective October 5, 2006, as a result of the Merger Agreement he disposed of all of his Trizec Canada shares to Brookfield for $30.9809 per Trizec Canada share which represents $29.0209 attributable to the shares of the issuer's common stock indirectly owned by Trizec Canada plus an additional $1.96 which represents the agreed value of Trizec Canada's net other assets and he therefore no longer owns any equity interest inTrizec Canada.
(4) The reporting person disclaims beneficial ownership of the securities owned by Emerald Blue Kft except to the extent of his pecuniary interest therein.
(5) This warrant was canceled pursuant to the Merger Agreement for cash payment of $1,387,090 representing the difference between the exercise price of the warrant and the cash merger consideration ($29.0209 per share).
(6) This warrant was canceled pursuant to the Merger Agreement for cash payment of $3,362,725 representing the difference between the exercise price of the warrant and the cash merger consideration ($29.0209 per share).
(7) There were multiple warrants with different exercise prices ranging from $14.51 to $16.24.
(8) These warrants which were previously deemed indirectly owned by the reporting person due to his control over and substantial equity interest in Trizec Canada are no longer beneficially owned by him because effective October 5, 2006, as a result of the Merger Agreement he disposed of all of his Trizec Canada shares to Brookfield for $30.9809 per Trizec Canada share which represents $29.0209 attributable to the shares of Trizec Properties common stock indirectly owned by Trizec Canada plus an additional $1.96 which represents the agreed value of Trizec Canada's net other assets and he therefore no longer owns any equity interest in Trizec Canada.
(9) There were multiple warrants with different expiration dates ranging from December 6, 2006 to May 11, 2008.
(10) As a result of certain amalgamations, the 897,542 warrants previously held by TrizecHahn Office Properties Ltd. were transferred to Trizec Canada. The reporting person disclaims beneficial ownership of the securities owned by Trizec Canada except to the extent of his pecuniary interest therein.

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