Form 4 KATZMAN CHAIM For: Apr 15 (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KATZMAN CHAIM

(Last)

(First)

(Middle)

1600 NE MIAMI GARDENS DRIVE

(Street)

NORTH MIAMI BEACH

33179

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EQUITY ONE, INC. [EQY]

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

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2009

4. If Amendment, Date of 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

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 par value $0.01	04/15/2009		P		2,450,000 ⁽¹⁾	A	$ 14.3 ⁽¹⁾	45,312,689	I	Indirect ⁽²⁾

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

Common Stock (Option to buy)

$ 24.12

⁽³⁾

09/25/2016

Common Stock

437,317

Explanation of Responses:

1. Reflects shares purchased by MGN America, LLC ("MGN"), an affiliate of the Reporting Person, in a private placement occurring contemporaneously with the Issuer's underwritten public offering. The purchase price paid by MGN is the same price paid by the public in the offering. MGN did not pay commissions to the underwriters.

2. See Exhibit 99.

3. The option vests in four equal installments beginning December 31, 2007.

	Chaim Katzman	04/15/2009
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

EX-99.1

Unassociated Document

Exhibit 99

The securities reported as beneficially owned by Mr. Katzman include:

(a) 5,386,857 shares held of record by Ficus, Inc. (“Ficus”), which is a member of a “group” with Mr. Katzman for purposes of Section 13(d) of the Exchange Act. Ficus is a wholly-owned subsidiary of First Capital Realty, Inc. (“First Capital”) and is indirectly controlled by Gazit-Globe, Ltd. (“Gazit Globe”). Mr. Katzman is the President of Ficus and Chairman of the Board of First Capital and Gazit-Globe.

(b) 8,693,213 shares held of record by Silver Maple (2001), Inc., which is a member of a “group” with Mr. Katzman for purposes of Section 13(d) of the Exchange Act. Silver Maple is also a wholly-owned subsidiary of First Capital and is indirectly controlled by Gazit-Globe. Mr. Katzman is the President of Silver Maple and Chairman of the Board of First Capital and Gazit-Globe.

(c) 7,093,645 shares held of record by MGN (USA) Inc. (“MGN USA”) which is a member of a “group” with Mr. Katzman for purposes if Section 13(d) of the Exchange Act. MGN USA is also a wholly-owned subsidiary of Gazit-Globe. Mr. Katzman is the Chairman of the Board of Gazit-Globe.

(d) 15,802,950 shares held of record by MGN America, LLC (“MGN America”) (including the 2,450,000 shares reported herein) which is a member of a “group” with Mr. Katzman for purposes if Section 13(d) of the Exchange Act. MGN America is also a wholly-owned subsidiary of MGN USA, a wholly-owned subsidiary of Gazit-Globe. Mr. Katzman is the Chairman of the Board of Gazit-Globe.

(e) 7,646,801 shares held of record by Gazit 1995, Inc. (“Gazit 1995”) which is a member of a “group” with Mr. Katzman for purposes of Section 13(d) of the Exchange Act. Gazit 1995 is wholly-owned subsidiary of MGN USA, a wholly-owned subsidiary of Gazit-Globe. Mr. Katzman is the Chairman of the Board of Gazit-Globe.

(f) 187,036 shares held of record by Mr. Katzman’s wife directly and as custodian for their daughters.

(g) 502,186 other shares held directly and indirectly by Mr. Katzman.

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