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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| LTIP Units (3) | (4) | 01/03/2012 | A | 7,191 | (4)(5) | (4) | Common Stock | 7,191 | $ 0 | 12,212 | D | ||||
| Restricted Stock Units | (6) | 01/03/2012 | M(7) | 2,500 | (7) | (7) | Common Stock | 2,500 | (6) | 5,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MEAD JAMES E C/O SL GREEN REALTY CORP. 420 LEXINGTON AVENUE NEW YORK, NY 10170 |
Chief Financial Officer | |||
| /s/ Andrew S. Levine, attorney-in-fact | 01/04/2012 | |
| **Signature of Reporting Person | Date |
| * | 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) | Represents shares retained by the Issuer to satisfy withholding obligations on 5,000 shares of restricted stock granted to the reporting person in November 2010. |
| (2) | Represents shares retained by the Issuer to satisfy withholding obligations on 2,500 shares of stock issued in settlement of restricted stock units granted to the reporting person in November 2010. |
| (3) | Represents 5,191 LTIP Units earned (i.e. for which the performance-based hurdles have been met) pursuant to the SL Green Realty Corp. 2010 Notional Unit Long-Term Compensation Plan (the "Plan") and 2,000 LTIP Units granted in connection with 2011 performance. |
| (4) | Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each LTIP Unit may be converted, at the election of the holder, into a Class A Unit of limited partnership interest in SL Green Operating Partnership, L.P. (a "Common Unit"). Each Common Unit acquired upon conversion of a LTIP Unit may be presented for redemption, at the election of the holder, for cash equal to the then fair market value of a share of the Issuer's Common Stock, except that the Issuer may, at its election, acquire each Common Unit so presented for one share of Common Stock. The rights to convert LTIP Units into Common Units and redeem Common Units do not have expiration dates. |
| (5) | 5,191 LTIP Units earned pursuant to the Plan vest 50% on January 1, 2014, 25% on January 1, 2015 and 25% on January 1, 2016 and the remaining 2,000 LTIP Units are not subject to vesting. |
| (6) | Each restricted stock unit was the economic equivalent of one share of Common Stock. |
| (7) | Represents the issuance of stock upon the settlement of restricted stock units granted in November 2010 that vested on January 3, 2012 based on the achievement of certain performance criteria. Of the remaining restricted stock units granted in November 2010, one-half may vest on or after December 31, 2012 based on the achievement of certain performance criteria and all of the restricted stock units may vest on or after December 31, 2013 based on the achievement of certain performance criteria. Any restricted stock units that do no vest on or prior to the determination of the achievement of the performance criteria for the period(s) ending December 31, 2013 will be forfeited. |