SEC Form 4 · accession 0001179110-15-000912
SL GREEN REALTY CORP · SLG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andrew W Mathias
Officer — President · Director
Period of report
Jan 12, 2015
Accepted (ET)
Jan 14, 2015 · 7:22 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001040971
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF1 | — | Jan 12, 2015 | A | 32,952 | A | — | — | Common Stock | 32,952 | 510,249 | D |
| LTIP UnitsF2,F1,F3 | — | Jan 12, 2015 | A | 58,667 | A | — | — | Common Stock | 58,667 | 568,916 | D |
| LTIP UnitsF4,F1,F5 | — | Jan 12, 2015 | A | 32,533 | A | — | — | Common stock | 32,533 | 601,449 | D |
| LTIP UnitsF6,F1,F7 | — | Jan 12, 2015 | A | 3,779 | A | — | — | Common Stock | 3,779 | 605,228 | D |
Explanation of responses
- F1Conditioned 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 Class A Unit of limited partnership interest in SL Green Operating Partnership, L.P. (a "Common Unit"). Each Common Unit acquired upon conversion of an 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 LTIP Units into Common Units and redeem Common Units do not have expiration dates.
- F2Represents 58,667 LTIP Units granted in connection with provisions contained in an employment agreement dated as of November 8, 2013 (as amended) between the reporting person and the Issuer (the "Employment Agreement").
- F3The LTIP Units granted in connection with provisions contained in the Employment Agreement vest on December 31, 2015, subject to the achievement of certain performance criteria and continued employment; provided that LTIP Units that do not vest initially may vest on December 31, 2016, subject to the achievement of certain cumulative performance criteria and continued employment through such date.
- F4Represents LTIP Units issued pursuant to the SL Green Realty Corp. 2014 Long-Term Outperformance Plan (the "2014 Plan").
- F5The LTIP Units granted pursuant to the 2014 Plan will vest 50% on August 31, 2017, and 50% on August 31, 2018, subject to the achievement of performance criteria and continued employment.
- F6Represents LTIP Units that had been granted subject to performance-based vesting hurdles for which the compensation committee of the Issuer determined on January 12, 2015, that the performance-based vesting hurdles had been achieved.
- F7The LTIP Units will vest on June 30, 2015, subject to continued employment.