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OMB
APPROVAL
OMB
Number:3235-0145
Expires:February
28, 2009
Estimated
average burden hours per response 10.4
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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SCHEDULE
13G/A
Under
the Securities Exchange Act of 1934
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Gramercy
Capital Corp.
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(Name of
Issuer)
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Common
stock
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(Title of
Class of Securities)
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384871
20 8
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(CUSIP
Number)
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December
31, 2008
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(Date of
Event which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
¨ Rule
13d-1(b)
¨ Rule
13d-1(c)
ý Rule
13d-1(d)
* The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP
No. 384871 20 8
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13G/A
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Page
2 of 6 Pages
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1
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NAMES
OF REPORTING PERSONS
SL
Green Realty Corp.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
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(a) ¨
(b) ¨
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Maryland
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
0
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6
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SHARED
VOTING POWER
6,219,370
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7
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SOLE
DISPOSITIVE POWER
0
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8
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SHARED
DISPOSITIVE POWER
6,219,370
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,219,370
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10
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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o
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.5%
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12
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP
No. 384871 20 8
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13G/A
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Page 3
of 6 Pages
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1
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NAMES
OF REPORTING PERSONS
SL
Green Operating Partnership, L.P.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
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(a) ¨
(b) ¨
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
0
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6
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SHARED
VOTING POWER
6,219,370
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7
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SOLE
DISPOSITIVE POWER
0
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8
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SHARED
DISPOSITIVE POWER
6,219,370
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,219,370
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10
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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o
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.5%
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12
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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Item
1.
(a) Name
of Issuer:
Gramercy
Capital Corp.
Item 1.
(b)
Address of Issuer’s Principal Executive Offices:
420
Lexington Avenue, New York, New York 10170
Item
2. (a) Name
of Person Filing:
SL Green
Realty Corp.
SL Green
Operating Partnership, L.P.
Item
2.(b) Address
of Principal Business Office or, if None, Residence:
420
Lexington Avenue, New York, New York 10170
Item
2.(c) Citizenship:
SL Green
Realty Corp. - Maryland
SL Green
Operating Partnership, L.P. - Delaware
Item
2. (d)
Title of Class of
Securities:
Common
Stock
Item
2.(e)
CUSIP Number:
384871 20
8
Item
3.
Not
applicable.
Item
4. Ownership:
The
information contained in Items 5 through 11 on the cover pages hereto (pages 2
and 3 hereof) is incorporated herein by reference.
Item
5. Ownership
of Five Percent or Less of a Class:
Not
Applicable.
Item
6. Ownership
of More than Five Percent on Behalf of Another Person:
Not
Applicable.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding
Company:
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Joint
filing made by SL Green Realty Corp. and SL Green Operating Partnership, L.P.
because SL Green Realty Corp. is the sole managing general partner of, and is
the owner of the majority of the economic interests in, SL Green Operating
Partnership, L.P..
Item
8. Identification
and Classification of Members of the Group:
Not
Applicable.
Item
9. Notice
of Dissolution of Group:
Not
Applicable.
Item
10. Certification:
Not
Applicable.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete and
correct.
Dated: February 5,
2009
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SL
GREEN REALTY CORP.
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By:
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/s/ Gregory F.
Hughes
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Name:
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Gregory
F. Hughes
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Title:
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Chief
Financial Officer
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SL
GREEN OPERATING PARTNERSHIP, L.P.
By: SL
GREEN REALTY CORP.,
its general partner
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By:
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/s/ Gregory F.
Hughes
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Name:
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Gregory
F. Hughes
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Title:
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Chief
Financial Officer
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