SEC Form 4 · accession 0000899243-18-005258
Empire State Realty Trust, Inc. · ESRT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John B Kessler
Officer — President and COO · Director
Period of report
Feb 21, 2018
Accepted (ET)
Feb 23, 2018 · 2:30 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001541401
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 | — | Feb 21, 2018 | A | 4,203 | A | — | — | Class A Common Stock | 4,203 | 4,203 | D |
| LTIP UnitsF1,F3 | — | Feb 21, 2018 | A | 17,299 | A | — | — | Class A Common Stock | 17,299 | 17,299 | D |
| LTIP UnitsF1,F4 | — | Feb 21, 2018 | A | 14,830 | A | — | — | Class A Common Stock | 14,830 | 193,402 | D |
Explanation of responses
- F1These represent long term incentive plan units ("LTIP Units"), a class of units of Empire State Realty OP, L.P. (the "Operating Partnership"). Conditioned upon sufficient allocations to the capital accounts of the LTIP Units for federal income tax purposes, LTIP Units are convertible by the reporting person, upon vesting, into an equivalent number of units of limited partnership interests ("Operating Partnership Units") of the Operating Partnership, which are redeemable by the holder for shares of Class A Common Stock of Empire State Realty Trust, Inc. (the "Issuer") on a one-for-one basis or the cash value of such shares, at the Issuer's option. The rights to convert LTIP units into Operating Partnership Units and redeem Operating Partnership Units do not have expiration dates.
- F2These LTIP Units were earned on the achievement of certain performance criteria based on the Issuer's total shareholder return measured in both absolute and industry-relative terms during a three-year performance period which ended on January 31, 2018. 50% of such earned LTIP units fully vested as of February 1, 2018, and the remaining 50% of such earned LTIP units will vest on February 1, 2019, subject to continued employment.
- F3These LTIP Units were earned on the achievement of certain performance criteria based on the Issuer's total shareholder return measured in both absolute and industry-relative terms during a three-year performance period which ended on December 31, 2017. 50% of such earned LTIP units fully vested as of January 1, 2018, and the remaining 50% of such earned LTIP units will vest on January 1, 2019, subject to continued employment.
- F4These represent fully vested LTIP Units issued, pursuant to the Issuer's First Amended and Restated Empire State Realty Trust, Inc. Empire State Realty OP, L.P. 2013 Equity Incentive Plan (as amended and restated as of April 4, 2016), in connection with an annual incentive bonus compensation election made by the reporting person.