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* DiLiberto Matthew J. (Last) (First) (Middle) C/O SL GREEN REALTY CORP. 420 LEXINGTON AVENUE (Street) NEW YORK NY 10170 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/01/2015	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 Financial 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	718.67	D
6.5% Series I Cumulative Redeemable Preferred Stock	4,000	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
LTIP Units	(1)(2)(3)	(1)	Common Stock	73,923	(1)	D
Stock Option (Right to Buy)	(4)	12/12/2018	Common Stock	30,000	90.15	D

Explanation of Responses:

1. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each LTIP Unit may be converted, at the election of the holder, into a Class A Unit of limited partnership interest in SL Green Operating Partnership, L.P. (a "Common Unit"). Each Common Unit acquired upon conversion of an LTIP Unit may be presented for redemption, at the election of the holder, for cash equal to the then fair market value of a share of the Issuer's Common Stock, except that the Issuer may, at its election, acquire each Common Unit so presented for one share of Common Stock. LTIP Units are generally not convertible without the consent of the Issuer until two years from the date of the grant. The rights to convert LTIP Units into Common Units and redeem Common Units do not have expiration dates.

2. Includes (i) 7,308 LTIP Units granted on or before January 1, 2013, that are vested, (ii) 24,769 LTIP Units granted on or before January 1, 2013, of which 12,384 are vested and the remaining 12,385 will vest on August 31, 2015, subject to continued employment, (iii) 22,033 LTIP Units granted on June 27, 2013, of which 16,033 are vested and the remaining 6,000 will vest on January 1, 2016, subject to continued employment, (iv) 3,605 LTIP Units granted December 17, 2013 that are vested, (v) 2,208 LTIP Units granted October 30, 2014, of which 1,104 are vested and the remaining 1,104 will vest on August 31, 2015, subject to continued employment and (vi) 7,000 LTIP Units granted October 30, 2014, which will vest 50% on January 1, 2017, and 50% on January 1, 2018, subject to continued employment.

3. Includes 7,000 LTIP Units granted October 30, 2014, which will vest 50% on January 1, 2017, subject to the achievement of certain cumulative performance criteria and continued employment, and 50% on January 1, 2018, subject to the achievement of performance criteria and continued employment.

4. The option vests in three equal installments with 10,000 options vested as of January 1, 2015, and 10,000 options vesting on each of January 1, 2016 and 2017, subject, in each case, to the reporting person's continued employment through the relevant vesting date.

Remarks:

See Exhibit 24 - Power of Attorney

	/s/ Matthew J. DiLiberto	01/09/2015
	** 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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LIMITED POWER OF ATTORNEY

               Know all by these presents, that the undersigned
hereby constitutes and appoints each of Marc Holliday and Andrew
S. Levine, signing singly, the undersigned's true and lawful
attorney-in-fact to:

               (1)               execute for and on behalf of the
undersigned, in the undersigned's capacity as an officer,
director and/or stockholder of SL Green Realty Corp. (the
"Company"), Forms ID, 3, 4, and 5 and amendments thereto in
accordance with Section 16(a) of the Securities Exchange Act of
1934, as amended, and the rules thereunder;

               (2)               do and perform any and all acts
for and on behalf of the undersigned which may be necessary or
desirable to complete and execute any such Form ID, 3, 4, or 5 or
amendment thereto and timely file such form with the United
States Securities and Exchange Commission (the "SEC") and any
stock exchange or similar authority; and

               (3)               take any other action of any
type whatsoever which, in the opinion of such attorney-in-fact,
may be necessary or desirable in connection with the foregoing
authority, it being understood that the documents executed by
such attorney-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain
such terms and conditions as such attorney-in-fact may approve.

               The undersigned hereby grants to each such
attorney-in-fact full power and authority to do and perform any
and every act and thing whatsoever requisite, necessary, or
proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full
power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such attorney-in-
fact's substitute or substitutes, shall lawfully do or cause to
be done by virtue of this Power of Attorney and the rights and
powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

               This Power of Attorney shall remain in full force
and effect until the undersigned is no longer required to file
Forms ID, 3, 4, and 5 with respect to the undersigned's holdings
of and transactions in securities of the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.  This Power of Attorney may be filed
with the SEC as a confirming statement of the authority granted
herein.


               IN WITNESS WHEREOF, the undersigned has caused
this Power of Attorney to be executed as of this 2nd day of
January, 2015.



               Signature:      /s/ Matthew J. DiLiberto

               Print Name:   Matthew J. DiLiberto