SEC Form 4 · accession 0001209191-16-104597
Empire State Realty Trust, Inc. · ESRT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
J. Prentice Andrew
Officer — Principal Accounting Officer
Period of report
Feb 29, 2016
Accepted (ET)
Mar 2, 2016 · 5:07 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 29, 2016 | A | 6,281 | A | — | — | Class A Common Stock | 6,281 | 27,363 | D |
| LTIP UnitsF1,F3 | — | Feb 29, 2016 | A | 3,759 | A | — | — | Class A Common Stock | 3,759 | 3,759 | D |
Explanation of responses
- F1Represents long term investment plan units ("LTIP Units"), a class of units of Empire State Realty OP, L.P. (the "Operating Partnership"). Conditioned upon minimum 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 vest 25% ratably on each of the first four anniversaries of February 28, 2016, subject to continued employment through such dates.
- F3These LTIP Units are scheduled to vest based on the achievement of certain performance criteria based on the Issuer's total return to the shareholders during a three-year performance period ending December 31, 2018. Any earned LTIP units will vest 50% on January 1, 2019 and 50% on January 1, 2020, subject to continued employment. In accordance with applicable Form 4 reporting requirements, the foregoing excludes 11,278 LTIP Units also granted on February 29, 2016 that are scheduled to vest based on the achievement of certain performance criteria based on the Issuer's relative total return to shareholders measured against two different industry-specific indices.
Remarks
Exhibit List - Exhibit 24.1 - Power of Attorney