GETTY REALTY CORP /MD/ — Director's Dealing 2019

Mar 5, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GETTY REALTY CORP /MD/ (GTY)
CIK: 0001052752
Period of Report: 2019-03-01

Reporting Person: Dicker Joshua (EVP, Gen Counsel & Secretary)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-01	Restricted Stock Unit	$	A	16500	Acquired		Common Stock (16500)	Direct
2019-03-01	Restricted Stock Unit	$	M	2500	Acquired		Common Stock (2500)	Direct

Footnotes

F1: Each Restricted Stock Unit (RSU) is settled at the discretion of the compensation committee in one(1) share of common stock or in cash in an amount equal to the fair market value of one(1) share of common stock on the settlement date noted in footnote (2) below.

F2: RSUs vest ratably over five years commencing on the first anniversary of the date of grant and, to the extent unvested, fully vest upon termination of service without cause, or death. RSUs are settled in cash or common stock, in the discretion of the Compensation Committee, upon the earlier of the tenth anniversary of the grant date (or the tenth anniversary of the first vesting date, for RSUs granted in 2016-2018) or termination of service. Settlement of RSUs granted prior to 2009 is deferred until termination of service pursuant to the terms of the award agreements in effect prior to 2009.

F3: The RSUs were received by reporting person for no consideration.

F4: The transaction represents settlement of fully-vested RSUs for cash pursuant to the terms of a 2009 Restricted Stock Unit Agreement.