SEC Form 4 · accession 0001209191-17-022045
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
Period of report
Mar 17, 2017
Accepted (ET)
Mar 21, 2017 · 4:31 pm EDT
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 | — | Mar 17, 2017 | A | 61,585 | A | — | — | Class A Common Stock | 61,585 | 178,572 | D |
| LTIP UnitsF1,F3 | — | Mar 17, 2017 | A | 42,537 | A | — | — | Class A Common Stock | 42,537 | 42,537 | D |
Explanation of responses
- F1Represents 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 vest 25% ratably on each of the first four anniversaries of January 1, 2017, subject to continued employment through such dates.
- F3These LTIP Units are scheduled to vest conditioned on the achievement of certain performance criteria based on the Issuer's total return to shareholders during a three-year performance period ending December 31, 2019. Any earned LTIP units will vest 50% on January 1, 2020 and 50% on January 1, 2021, subject to continued employment. In accordance with applicable Form 4 reporting requirements, the foregoing excludes 127,611 LTIP Units also granted on March 17, 2017 that are scheduled to vest conditioned on the achievement of certain performance criteria based on the Issuer's relative total return to shareholders measured against two different industry-specific indices.