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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 | ||||||||
Restricted Stock Units | (2) | 01/17/2012 | M(1) | 66,666 | (1) | (1) | Common Stock | 66,666 | (2) | 33,334 | D | ||||
Restricted Stock Units | (2) | 01/17/2012 | M(4) | 133,334 | (4) | (4) | Common Stock | 133,334 | (2) | 66,666 | D | ||||
Stock Units | (6) | 01/18/2012 | A | 6,414 | (7) | (7) | Common Stock | 6,414 | $ 0 | 22,092 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HOLLIDAY MARC C/O SL GREEN REALTY CORP. 420 LEXINGTON AVENUE NEW YORK, NY 10170 |
X | Chief Executive Officer |
/s/ Marc Holliday | 01/19/2012 | |
**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 the issuance of common stock upon the settlement of restricted stock units granted on January 1, 2010 that vested on January 17, 2012 based on the achievement of certain performance criteria. The remaining restricted stock units granted on January 1, 2010 may vest on January 17, 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 ending January 17, 2013 will be forfeited. |
(2) | Each restricted stock unit was the economic equivalent of one share of common stock. |
(3) | Represents shares retained by the Issuer to satisfy withholding obligations on 66,666 shares of common stock issued in settlement of restricted stock units granted to the reporting person on January 1, 2010. |
(4) | Represents the issuance of common stock upon the settlement of restricted stock units granted on January 1, 2010 that vested on January 17, 2012. The remaining restricted stock units granted on January 1, 2010 will vest on January 17, 2013, subject to the reporting person's continued employment through such vesting date. |
(5) | Represents shares retained by the Issuer to satisfy withholding obligations on 133,334 shares of common stock issued in settlement of restricted stock units granted to the reporting person on January 1, 2010. |
(6) | Each stock unit was granted pursuant to a deferred compensation agreement, dated December 18, 2009, entered into between the reporting person and the Issuer (the "Deferred Compensation Agreement") and represents a contingent right to receive the value of one share of common stock of the Issuer (the "Deferred Compensation Amount"). |
(7) | The stock units will vest on January 17, 2013, subject to the reporting person's continued employment through such vesting date. The Deferred Compensation Amount will be delivered to the reporting person no later than 30 days following the earliest of (i) the reporting person's death, (ii) the date of the reporting person's separation from service with the Issuer, and (iii) the effective date of a Change-in-Control (as defined in the Deferred Compensation Agreement). |