SEC Form 5 · accession 0001209191-19-006876
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
Dec 31, 2018
Accepted (ET)
Feb 4, 2019 · 5:21 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Operating Partnership UnitsF1,F2,F3,F4 | — | Feb 9, 2018 | G | 63,093 | A | Oct 7, 2014 | — | Class A Common stock | 63,093 | 207,867 | I |
| Operating Partnership UnitsF1,F5,F4 | — | Oct 9, 2018 | G | 1,000 | D | Oct 7, 2014 | — | Class A Common stock | 1,000 | 206,867 | I |
| Operating Partnership UnitsF1,F5,F4 | — | Oct 9, 2018 | G | 1,000 | D | Oct 7, 2014 | — | Class A Common stock | 1,000 | 205,867 | I |
| Operating Partnership UnitsF1,F5,F4 | — | Oct 9, 2018 | G | 1,000 | D | Oct 7, 2014 | — | Class A Common stock | 1,000 | 204,867 | I |
| Operating Partnership UnitsF1,F5,F4 | — | Oct 9, 2018 | G | 1,000 | D | Oct 7, 2014 | — | Class A Common stock | 1,000 | 203,867 | I |
| Operating Partnership UnitsF1,F5,F4 | — | Oct 9, 2018 | G | 1,000 | D | Oct 7, 2014 | — | Class A Common stock | 1,000 | 202,867 | I |
| Operating Partnership UnitsF1,F6 | — | Oct 15, 2018 | G | 165,000 | D | Oct 7, 2014 | — | Class A Common stock | 165,000 | 163,717 | I |
| Operating Partnership UnitsF1,F7 | — | Oct 15, 2018 | G | 165,000 | A | Oct 7, 2014 | — | Class A Common Stock | 165,000 | 165,000 | I |
| OP UnitsF1,F8 | — | holding | — | — | — | Oct 7, 2014 | — | Class A Common stock | 162,162 | 162,162 | I |
Explanation of responses
- F1Represents units of limited partnership interests ("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.
- F2These acquired and now indirectly held Operating Partnership Units were previously reported by the reporting person as directly held LTIP Units, were thereafter converted to directly held Operating Partnership Units as described in footnote 1, and then were transferred to the Trust described in footnote 4.
- F3Reflects minor adjustments in the total ownership of Operating Partnership Units due to ministerial error.
- F4Held by the Thomas N. Keltner, Jr. Revocable Trust dtd February 23, 2008, for which the reporting person is trustee.
- F5Gift of OP Units to daughters and grandchildren, who do not share the reporting person's household.
- F6Held by the Paula S. Keltner Revocable Trust dtd March 1, 2008, for which the reporting person's wife is the trustee.
- F7Held by the Paula S. Keltner Family Trust, for which the reporting person's wife is the trustee.
- F8Held by the Thomas N. Keltner, Jr. Family Trust, for which the reporting person's wife and sister are trustees.