SEC Form 4 · accession 0001179110-19-000686
SL GREEN REALTY CORP · SLG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andrew S Levine
Officer — Chief Legal Officer & GC
Period of report
May 8, 2018
Accepted (ET)
Jan 10, 2019 · 6:52 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001040971
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | May 8, 2018 | C | 15,000 | $0.00 | A | 15,087 | D | |
| Common Stock | May 21, 2018 | G | 150 | $0.00 | D | 14,937 | D | |
| Common StockF2 | Jul 12, 2018 | G | 100 | $0.00 | D | 14,902 | D | |
| Common StockF3 | Dec 3, 2018 | G | 530 | $0.00 | D | 14,435 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF4 | — | May 8, 2018 | C | 15,000 | D | — | — | Common Stock | 15,000 | 124,486 | D |
| LTIP UnitsF4,F5 | — | Jan 8, 2019 | A | 17,007 | A | — | — | Common Stock | 17,007 | 141,493 | D |
| LTIP UnitsF6,F4,F5 | — | Jan 8, 2019 | A | 15,976 | A | — | — | Common Stock | 15,976 | 157,469 | D |
Explanation of responses
- F115,000 of the Reporting Person's LTIP units ("LTIP Units") in SL Green Operating Partnership, L.P. ("SLGOP"), of which the Issuer is the sole general partner, were exchanged for Class A Units of limited partnership interests in SLGOP ("Common Units") and then were immediately converted into an equal number of shares of the Issuer's Common Stock.
- F2Includes 65.53 shares of the Issuer's Common Stock purchased through the Issuer's Employee Stock Purchase Plan.
- F3Includes 62.27 shares of the Issuer's Common Stock purchased through the Issuer's Employee Stock Purchase Plan.
- F4Represents 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.
- F5Each 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.
- F6Represents LTIP Units granted pursuant to an employment agreement dated as of December 21, 2018 between the reporting person and the Issuer, which vest in equal installments on each of January 1, 2020, January 1, 2021 and January 1, 2022, subject to continued employment.