SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* MATHIAS ANDREW W (Last) (First) (Middle) C/O SL GREEN REALTY CORP. 420 LEXINGTON AVENUE 19TH FLOOR (Street) NEW YORK NY 10170 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/05/2004	3. Issuer Name and Ticker or Trading Symbol SL GREEN REALTY CORP [ SLG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Investment Officer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
common stock	56,250	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	(4)	12/23/2009	common stock	16,666	20.8125	D
Employee Stock Option (Right to Buy)	10/24/2003	10/24/2010	common stock	15,000	25.25	D
Employee Stock Option (Right to Buy)	(1)	11/09/2011	common stock	25,000	29.53	D
Employee Stock Option (Right to Buy)	(2)	10/10/2012	common stock	50,000	28.1	D
Employee Stock Option (Right to Buy)	(3)	01/01/2014	common stock	75,000	36.55	D

Explanation of Responses:

1. The option vests in three equal installments on December 31, 2004, December 31, 2005 and December 31, 2006.

2. The option vests in equal installments with 10% of the shares vesting on October 10, 2004, 20% of the shares vesting on October 10, 2005, 30% of the shares vesting on October 10, 2006 and the final 50% vesting on October 10, 2007.

3. The option vests in four installments with 10% of the shares vesting on January 1, 2005, 20% of the shares vesting on January 1, 2006, 30% of the shares vesting on January 1, 2007, and the final 40% vesting on January 1, 2008.

4. The option of 25,000 shares vested in three installments, with 17% of the shares vesting on January 1, 2001, 33% of the shares vesting on January 1, 2002 and 50% of the shares vesting on January 1, 2003.

	Andrew Mathias	01/13/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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