SEC Form 4 · accession 0001179110-19-000679
SL GREEN REALTY CORP · SLG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Marc Holliday
Officer — Chief Executive Officer · Director
Period of report
Jan 8, 2019
Accepted (ET)
Jan 10, 2019 · 6:07 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,F2 | — | Jan 8, 2019 | A | 50,435 | A | — | — | Common Stock | 50,435 | 882,706 | D |
| LTIP UnitsF3,F1 | — | Jan 8, 2019 | A | 61,584 | A | — | — | Common Stock | 61,584 | 944,290 | D |
Explanation of responses
- F1Represents LTIP Units issued pursuant to the Issuer's equity based compensatory programs. 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 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. The redemption right generally cannot be exercised 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.
- F2Each LTIP Unit and Common Unit acquired upon conversion of such LTIP Unit is subject to an additional three-year no-sell provision pursuant to which such LTIP Unit and Common Unit generally may not be transferred, and the redemption right associated with the Common Unit may not be exercised, until the earlier of (i) three years after the grant date, (ii) termination of the reporting person's employment or (iii) a change in control of the Issuer.
- F3Represents 61,584 LTIP Units granted in connection with provisions contained in an employment agreement dated as of February 10, 2016 between the reporting person and the Issuer. The LTIP Units vest on January 17, 2019, subject to continued employment. The vesting of these LTIP Units was subject to performance criteria that were satisfied as a result of performance through the end of 2018. Each LTIP Unit and Common Unit acquired upon conversion of such LTIP Unit is subject to an additional two-year no-sell provision pursuant to which such LTIP Unit and Common Unit generally may not be transferred, and the redemption right associated with the Common Unit may not be exercised, until the earlier of (i) two years after vesting, (ii) termination of the reporting person's employment or (iii) a change in control of the Issuer.