SEC Form 4 · accession 0001179110-17-000945
SL GREEN REALTY CORP · SLG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew J. DiLiberto
Officer — Chief Financial Officer
Period of report
Jan 11, 2017
Accepted (ET)
Jan 13, 2017 · 7:15 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class O LTIP UnitsF1,F2,F3,F4 | $106.05 | Jan 11, 2017 | A | 15,000 | A | — | Jan 11, 2027 | Common Stock | 15,000 | 15,000 | D |
| Class O LTIP UnitsF1,F2,F3,F5 | $106.05 | Jan 11, 2017 | A | 15,000 | A | — | Jan 11, 2022 | Common Stock | 15,000 | 15,000 | D |
| LTIP UnitsF6 | — | Jan 11, 2017 | A | 2,829 | A | — | — | Common Stock | 2,829 | 70,716 | D |
| LTIP UnitsF7,F6,F8 | — | Jan 11, 2017 | A | 648 | A | — | — | Common Stock | 648 | 71,364 | D |
Explanation of responses
- F1The 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").
- F2Each 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.
- F3Represents the fair market value of a share of the Issuer's Common Stock at the time of grant, as determined pursuant to the Plan.
- F4The 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.
- F5The 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.
- F6Conditioned 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.
- F7Represents 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.
- F8The LTIP Units will vest on June 30, 2017, subject to continued employment.