SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
GREEN STEPHEN L

(Last) (First) (Middle)
C/O SL GREEN REALTY CORP.
420 LEXINGTON AVENUE

(Street)
NEW YORK NY 10170

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SL GREEN REALTY CORP [ SLG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/17/2019
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Units (1) 01/17/2019 D(2) 16,525 (3) (3) Common Stock 16,525 $84.73 0 D
Explanation of Responses:
1. The Stock Units were granted pursuant to the deferred compensation agreements (the "Deferred Compensation Agreements"), dated December 18, 2009 and December 24, 2010, respectively, entered into between the reporting person and the Issuer. Each Stock Unit represents a contingent right to receive the value of one share of common stock of the Issuer.
2. Pursuant to the terms of the Deferred Compensation Agreements, the amount payable to the reporting person in settlement of the Stock Units was fixed on January 17, 2019 in connection with the reporting person's retirement as Executive Chairman of the Issuer and transition into the role of Chairman Emeritus based on the average of the closing prices of the Issuer's Common Stock for the ten consecutive trading days ending on January 16, 2019.
3. Pursuant to the terms of the Deferred Compensation Agreements, vested Stock Units are to be settled in cash based on the value of the Issuer's Common Stock, calculated in accordance with the terms of the Deferred Compensation Agreements, on the earlier of the termination of the reporting person's employment or the effective date of a Change-in-Control (as defined in the Deferred Compensation Agreements).
/s/ Stephen L. Green 01/22/2019
** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.