GETTY REALTY CORP /MD/ — Director's Dealing 2020

Mar 3, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GETTY REALTY CORP /MD/ (GTY)
CIK: 0001052752
Period of Report: 2020-02-28

Reporting Person: LIEBOWITZ LEO (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-28	Common Stock	J	41000	—	Disposed	1141833	Direct
2020-02-28	Common Stock	J	41000	—	Acquired	122648	Indirect
2020-03-01	Common Stock	M	3500	—	Acquired	1145333	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-01	Restricted Stock Unit	$	A	7000	Acquired		Common Stock (7000)	Direct
2020-03-01	Restricted Stock Unit	$	M	3500	Disposed		Common Stock (3500)	Direct

Footnotes

F1: Transfer of shares from reporting person to Liebowitz 2015 Family Trust for estate planning purposes.

F2: 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 (3) below.

F3: RSUs vest ratably over five years commencing on the first anniversary of the date of grant and, to the extent unvested, fully vest (i) if the director is notnominated for re-election or is not re-elected by the stockholders, or (ii) upon death. RSUs are settled in cash or common stock, in the discretion of theCompensation 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 as a director.

F4: The RSUs were received by the Reporting Person for no consideration.

F5: The transaction represents settlement of fully-vested RSUs in shares of common stock pursuant to the terms of a 2009 Restricted Stock Unit Agreement.