Empire State Realty Trust, Inc. — Director's Dealing 2017

Aug 17, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Empire State Realty Trust, Inc. (ESRT)
CIK: 0001541401
Period of Report: 2017-08-15

Reporting Person: Keltner Thomas N. (EVP, Gen. Counsel and Sec.)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-08-15	Operating Partnership Units	$	J	6275	Acquired		Class A Common Stock (6275)	Indirect

Footnotes

F1: Represents OP Units of Empire State Realty OP, L.P., of which the Issuer is the sole general partner. OP Units are redeemable by the holder for shares of Class A Common Stock of the Issuer on a one-for-one basis or the cash value of such shares, at the Issuer's option. The right to redeem OP Units does not have an expiration date.

F2: Represents the balance of consideration due to the reporting person in connection with the Issuer's acquisition, on July 15, 2014, of the ground
and operating leases at 112 West 34th St. and the ground lease at 1400 Broadway. Thomas N. Keltner, Jr. Revocable Trust dated February 23, 2008, for which the reporting person is trustee, was an investor in the entities that previously owned these leases and delivery of a portion of the consideration payable to such investors by the Issuer at closing was
deferred for a three-year period pending resolution of any contingencies. Absent any contingencies, this portion of the consideration has now been released. Shares of the
Issuer's common stock and OP Units were issued at $16.65 per share/unit in connection with the closing of the transaction on July 15, 2014.

F3: OP units held indirectly through the Thomas N. Keltner, Jr. Revocable Trust dated February 23, 2008, for which the reporting person is trustee.