SEC Form 4 · accession 0001209191-17-064219

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

Dec 4, 2017

Accepted (ET)

Dec 6, 2017 · 5:19 pm EST

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^F1,F2	Dec 4, 2017	C	156,416	$0.00	A	156,416	D
Class A Common Stock^F3	Dec 4, 2017	C	577,692	$0.00	A	734,108	D
Class A Common Stock^F4	Dec 4, 2017	C	11,790	$0.00	A	745,898	D
Class A Common Stock^F4,F5,F6	Dec 4, 2017	C	79	$0.00	A	9,485	I	By Spouse and family trusts and entities controlled by the Reporting Person.
Class A Common Stock^F3,F6	Dec 4, 2017	C	487,320	$0.00	A	496,805	I	By Spouse and family trusts and entities controlled by the Reporting Person.
Class A Common Stock^F4,F6	Dec 4, 2017	C	9,945	$0.00	A	506,750	I	By Spouse and family trusts and entities controlled by the Reporting Person.
Class A Common Stock	Dec 4, 2017	S	745,898	$20.45	D	0	D
Class A Common Stock^F6	Dec 4, 2017	S	497,265	$20.45	D	9,485	I	By Spouse family trusts and entities controlled by the Reporting Person.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
LTIP Units^F7,F2,F8	—	Dec 4, 2017	C	119,875	D	—	—	Class A Common Stock	119,875	366,103	D
LTIP Units^F7,F2,F9	—	Dec 4, 2017	C	36,541	D	—	—	Class A Common Stock	36,541	36,542	D
Operating Partnership Units^F3	—	Dec 4, 2017	C	577,692	D	—	—	Class A Common Stock	577,692	1,928,117	D
Operating Partnership Units^F3,F10	—	Dec 4, 2017	C	487,320	D	—	—	Class A Common Stock	487,320	29,577,930	I
Class B Common Stock^F4	—	Dec 4, 2017	C	11,790	D	—	—	Class A Common Stock	11,790	39,348	D
Class B Common Stock^F4,F11,F5	—	Dec 4, 2017	C	79	D	—	—	Class A Common Stock	79	613,576	I
Class B Common Stock^F4,F11	—	Dec 4, 2017	C	9,945	D	—	—	Class A Common Stock	9,945	603,631	I

Explanation of responses

F1The transactions reported above in this Form 4 are being reported in conjunction with the sale by the Reporting Person, on December 4, 2017, of 1,243,163 shares of Class A Common Stock during an open window period through a secondary market block trade pursuant to Rule 144 under the Securities Act of 1933, as amended. The sale was made for family and tax planning purposes for the family of the Reporting Person (i.e., the Reporting Person, his siblings and entities owned for their benefit) and represents less than 3% of the Malkin family's beneficial ownership of equity in the Issuer on a fully diluted basis.
F10Includes Operating Partnership Units held by (i) family trusts and entities for which the Reporting Person has sole voting and investment power as sole manager or sole trustee, as applicable, or the Reporting Person and his spouse have shared voting and investment power as managers or trustees, as applicable, all for the benefit of the Reporting Person, his spouse, and certain other members of their extended family and (ii) family trusts for the benefit of the Reporting Person's children. The Reporting Person disclaims beneficial ownership of such Operating Partnership Units, except to the extent of his pecuniary interest therein.
F11Includes Class B Common Stock held by (i) family trusts and entities for which the Reporting Person has sole voting and investment power as sole manager or sole trustee, as applicable, or the Reporting Person and his spouse have shared voting and investment power as managers or trustees, as applicable, all for the benefit of the Reporting Person, his spouse, and certain other members of their extended family and (ii) family trusts for the benefit of the Reporting Person's children. The Reporting Person disclaims beneficial ownership of such Class B Common Stock, except to the extent of his pecuniary interest therein.
F2A total of 156,416 of vested LTIP Units were converted by the Reporting Person on a one-for-one basis into Operating Partnership Units, which were then redeemed for an equal number of shares of the Issuer's Class A Common Stock. See Note 7 below for a description of the conversion and exchange rights of the LTIP Units and Operating Partnership Units. All capitalized terms used herein are defined in Note 7 below.
F3See note 7 below for a description of the exchange rights of the Operating Partnership Units.
F4Represents the mandatory conversion of shares of Class B common stock of the Issuer, par value $0.01 ("Class B Common Stock"), upon the transfer of Operating Partnership Units. Under the operating documents of the Issuer, a holder of 49 Operating Partnership Units is entitled to hold one share of Class B Common Stock. The Class B Common Stock is mandatorily convertible into Class A Common Stock, on a one-for-one basis, when the holder of a share of Class B Common Stock no longer holds the requisite number of Operating Partnership Units appurtenant to that share. The conversion right does not expire.
F5As previously reported, in connection with the Issuer's acquisition of the ground and operating leases at 112 West 34th St. in 2014, a portion of the consideration payable to the seller by the Issuer, including Operating Partnership Units, was deposited into a liquidating trust as a contingency reserve for the holders of interests in the seller. Payment of interim expenses by the liquidating trust resulted in the involuntary liquidation of Operating Partnership Units owned by such holders, including the Reporting Person and entities for which the Reporting Person serves as sole manager. This resulted in the mandatory conversion of a number of shares of Class B Common Stock to shares of Class A Common Stock, one a one-for-one basis, pursuant to the operating documents of the Issuer.
F6Includes Class A Common Stock held by (i) the Reporting Person's spouse and (ii) family trusts and entities for which the Reporting Person has sole voting and investment power as sole manager or sole trustee, as applicable, or the Reporting Person and his spouse have shared voting and investment power as managers or trustees, as applicable, all for the benefit of the Reporting Person, his spouse, and certain other members of their extended family. The Reporting Person disclaims beneficial ownership of such Class A Common Stock except to the extent of his pecuniary interest therein.
F7Represents long term incentive plan units ("LTIP Units"), a class of units of Empire State Realty OP, L.P. (the "Operating Partnership") in which Empire State Realty Trust, Inc. (the "Issuer") is the sole general partner. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, vested LTIP Units are convertible by the Reporting Person, upon vesting, into an equivalent number of units of limited partnership interest ("Operating Partnership Units") of the Operating Partnership, which are redeemable by the holder for shares of Class A common stock, par value $0.01 ("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 rights to convert LTIP units into Operating Partnership Units and redeem Operating Partnership Units do not have expiration dates.
F8These LTIP Units have vested based upon the passage of time since their issuance on January 1, 2014 or January 1, 2015, as applicable.
F9These LTIP Units have vested based upon the achievement of certain performance criteria during a three-year performance period ended December 31, 2016.