SEC Form 4 · accession 0001209191-17-003953
Empire State Realty Trust, Inc. · ESRT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas N. Keltner
Officer — EVP, Gen. Counsel and Sec.
Period of report
Jan 12, 2017
Accepted (ET)
Jan 17, 2017 · 6:13 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 | — | Jan 12, 2017 | A | 5,449 | A | — | — | Class A Common Stock | 5,449 | 5,449 | 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"). The 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 based on the achievement of certain performance criteria based on the Issuer's total return to shareholders and the Issuer's relative total return to shareholders during a three-year performance period which ended on December 31, 2016. 50% of such earned LTIP units fully vested on January 1, 2017, and the remaining 50% of such earned LTIP units will vest on January 1, 2018, subject to continued employment.