SEC Form 4 · accession 0001140361-18-027463
Empire State Realty Trust, Inc. · ESRT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
May 31, 2018
Accepted (ET)
Jun 5, 2018 · 6:50 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001541401
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock, par value $0.01 per shareF1,F2 | May 31, 2018 | P | 284,015 | $16.72 | A | 29,894,869 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On May 31, 2018, Quark Holding LLC delivered to Empire State Realty Trust, Inc. (the "Issuer") an exercise notice to purchase 284,015 shares of the Issuer's Class A Common Stock, par value of $0.01 (the "Common Stock"), pursuant to quarterly top up acquisition rights provided to Quark Holding LLC in a stockholders agreement, dated as of August 23, 2016, between Quark Holding LLC and the Issuer (the "Stockholders Agreement"). In accordance with the terms of the Stockholders Agreement relating to quarterly top up acquisitions, Quark Holding LLC may elect to purchase a limited number of additional shares of Common Stock on a quarterly basis.
- F2As a result, Quark Holding LLC has voting power over 16,310,030 shares of Common Stock and dispositive power over 29,894,869 shares of Common Stock it directly beneficially owns, as calculated based on 164,463,762 shares of outstanding Common Stock as reported by the Issuer in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 3, 2018 and the issuance of the 284,015 shares of Common Stock to Quark Holding LLC. Qatar Investment Authority, as the sole member of Quark Holding LLC, may be deemed a beneficial owner of all shares of the Common Stock owned directly by Quark Holding LLC. Each of Quark Holding LLC and Qatar Investment Authority disclaims beneficial ownership of the shares of the Common Stock reported herein, except to the extent of its respective pecuniary interest therein.