SEC Form 4 · accession 0001209191-17-049455
Empire State Realty Trust, Inc. · ESRT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Anthony E Malkin
Officer — Chairman and CEO · Director
Period of report
Aug 15, 2017
Accepted (ET)
Aug 17, 2017 · 5:43 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Operating Partnership UnitsF1,F2,F3 | — | Aug 15, 2017 | J | 11,342 | A | — | — | Class A Common Stock | 11,342 | 2,505,809 | D |
| Operating Partnership UnitsF1,F2,F3,F4 | — | Aug 15, 2017 | J | 186,421 | A | — | — | Class A Common Stock | 186,421 | 30,065,250 | I |
Explanation of responses
- F1Represents OP Units of Empire State Realty OP, L.P., of which the Issuer is the sole general partner. OP Units are redeemable by the holder for shares of Class A Common Stock of the Issuer on a one-for-one basis or the cash value of such shares, at the Issuer's option. The right to redeem OP Units does not have an expiration date.
- F2Represents the balance of consideration in connection with the Issuer's acquisition, on July 15, 2014, of the ground and operating leases at 112 West 34th St. and the ground lease at 1400 Broadway. LARRYMAE PARTNERS LLC, Peter L. Malkin Family 9 LLC and Peter L. Malkin Family 2000 LLC, entities for which the reporting person serves as sole manager, were investors in the entities that previously owned these leases and delivery of a portion of the consideration payable to such investors by the Issuer at closing was deferred for a three-year period pending resolution of any contingencies. Absent any contingencies, this portion of the consideration has now been released. Shares of the Issuer's common stock and OP Units were issued at $16.65 per share/unit in connection with the closing of the transaction on July 15, 2014.
- F3Reflects adjustments in the classification of beneficial ownership of Operating Partnership Units among the Reporting Person and members of his immediate family.
- F4Includes OP Units held by (i) family trusts and entities for which Anthony E. Malkin has sole voting and investment power as sole manager or sole trustee, as applicable, or Anthony E. Malkin and his wife have shared voting and investment power as managers or trustees, as applicable, all for the benefit of Anthony E. Malkin, his wife, and other direct descendants of Peter L. Malkin or spouses of such descendants, and (ii) family trusts for the benefit of Anthony E. Malkin's children. Anthony E. Malkin disclaims beneficial ownership of such OP Units, except to the extent of his pecuniary interest therein.