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I have this situation.  Is there nowhere I need to indicate that this is not a sale of stock, but rather a complete liquidation of the REIT with a cash distribution to me?  Perhaps the IRS doesn't care about the label?  Also, to piggyback on the original question and answer:  when entering the "total purchase price," is it fair to say I should reduce that by the annual return of investment?  I understand that normally you don't reduce your basis by annual dividends, but I did get a "Tax Capital Statement" analysis letter from the company that indicated that I should do so.  Not sure why.