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) 01/09/2015
			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)

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)(4)	(2)	Common Stock	85,695	(2)	D

Explanation of Responses:

1. This amendment is being filed to report 11,772 LTIP Units issued pursuant to the SL Green Realty Corp. 2014 Long-Term Outperformance Plan (the "Plan") that remain subject to performance criteria through August 31, 2017 and continued employment, which were omitted from the reporting person's original Form 3.

2. 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.

3. 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.

4. Includes (i) 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 and (ii) 11,772 LTIP Units granted on December 12, 2014, pursuant to the Plan, which will vest 50% on August 31, 2017, and 50% on August 31, 2018, subject to the achievement of performance criteria and continued employment.

	/s/ Matthew J. DiLiberto	01/12/2015
	** 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).
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