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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 | ||||||||
| Class O LTIP Units (1) (2) | $ 106.05 (3) | 01/11/2017 | A | 15,000 | (1)(2)(4) | 01/11/2027 | Common Stock | 15,000 (1) (2) | $ 0 | 15,000 | D | ||||
| Class O LTIP Units (1) (2) | $ 106.05 (3) | 01/11/2017 | A | 15,000 | (1)(2)(5) | 01/11/2022 | Common Stock | 15,000 (1) (2) | $ 0 | 15,000 | D | ||||
| LTIP Units | (6) | 01/11/2017 | A | 2,829 | (6) | (6) | Common Stock | 2,829 | $ 0 | 70,716 | D | ||||
| LTIP Units (7) | (6) | 01/11/2017 | A | 648 | (6)(8) | (6) | Common Stock | 648 | $ 0 | 71,364 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| DiLiberto Matthew J. C/O SL GREEN REALTY CORP. 420 LEXINGTON AVENUE NEW YORK, NY 10170 |
Chief Financial Officer | |||
| /s/ Matthew J. DiLiberto | 01/13/2017 | |
| **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) | The Class O LTIP Units, once vested, may be converted, at the election of the holder, into a number of Class A Units of limited partnership interest in SL Green Operating Partnership, L.P. ("Common Units") determined by the increase in value of a share of the Issuer's Common Stock at the time of conversion over $106.05, which was the fair market value of a share of the Issuer's Common Stock at the time of grant pursuant to the SL Green Realty Corp. Fourth Amended and Restated 2005 Stock Option and Incentive Plan (the "Plan"). |
| (2) | Each Common Unit acquired upon conversion of vested Class O LTIP Units 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. Class O LTIP Units and the Common Units into which they may be converted generally may not be disposed of without the consent of the Issuer until two years from the date of the grant of the Class O LTIP Units. |
| (3) | Represents the fair market value of a share of the Issuer's Common Stock at the time of grant, as determined pursuant to the Plan. |
| (4) | The Class O LTIP Units vest in three installments of 5,000 on January 11, 2018, 5,000 on January 11, 2019, and 5,000 on January 11, 2020, subject in each case to the reporting person's continued employment through the relevant vesting date. The rights to convert these Class O LTIP Units into Common Units have a maximum term of ten years. The rights to redeem Common Units do not have expiration dates. |
| (5) | The Class O LTIP Units vest in three installments of 5,000 on January 11, 2018, 5,000 on January 11, 2019, and 5,000 on January 11, 2020, subject in each case to the reporting person's continued employment through the relevant vesting date. The rights to convert these Class O LTIP Units into Common Units have a maximum term of five years. The rights to redeem Common Units do not have expiration dates. |
| (6) | Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each vested LTIP Unit may be converted, at the election of the holder, into a Common Unit. Each Common Unit acquired upon conversion of a vested 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. LTIP Units are generally not convertible without the consent of the Issuer until two years from the date of the grant. The rights to convert vested LTIP Units into Common Units and redeem Common Units do not have expiration dates. |
| (7) | Represents LTIP Units that had been granted subject to performance-based vesting hurdles for which the compensation committee of the Issuer determined that the performance-based vesting hurdles had been achieved. |
| (8) | The LTIP Units will vest on June 30, 2017, subject to continued employment. |