Empire State Realty Trust, Inc. — Director's Dealing 2016

Mar 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Empire State Realty Trust, Inc. (ESRT)
CIK: 0001541401
Period of Report: 2016-02-29

Reporting Person: KARP DAVID A (Exe. VP, CFO and Treasurer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-29	LTIP Units	$	A	50015	Acquired		Class A Common Stock (50015)	Direct
2016-02-29	LTIP Units	$	A	48032	Acquired		Class A Common Stock (48032)	Direct

Footnotes

F1: Represents long term investment plan units ("LTIP Units"), a class of units of Empire State Realty OP, L.P. (the "Operating Partnership"). Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, LTIP Units are convertible by the reporting person, upon vesting, into an equivalent number of units of limited partnership interests ("Operating Partnership Units") of the Operating Partnership, which are redeemable by the holder for shares of Class A Common Stock of Empire State Realty Trust, Inc. (the "Issuer") on a one-for-one basis or the cash value of such shares, at the Issuer's option. The rights to convert LTIP units into Operating Partnership Units and redeem Operating Partnership Units do not have expiration dates.

F2: These LTIP Units vest 25% ratably on each of the first four anniversaries of February 28, 2016, subject to continued employment through such dates.

F3: These LTIP Units are scheduled to vest based on the achievement of certain performance criteria based on the Issuer's total return to the shareholders during a three-year performance period ending December 31, 2018. Any earned LTIP units will vest 50% on January 1, 2019 and 50% on January 1, 2020, subject to continued employment. In accordance with applicable Form 4 reporting requirements, the foregoing excludes 144,096 LTIP Units also granted on February 29, 2016 that are scheduled to vest based on the achievement of certain performance criteria based on the Issuer's relative total return to shareholders measured against two different industry-specific indices.