GETTY REALTY CORP /MD/ — Director's Dealing 2021

Mar 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GETTY REALTY CORP /MD/ (GTY)
CIK: 0001052752
Period of Report: 2021-03-01

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-01	Restricted Stock Unit	$	A	21750	Acquired		Common Stock (21750)	Direct
2021-03-01	Restricted Stock Unit	$	M	4000	Disposed		Common Stock (4000)	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, subject to continued service with the Issuer on each respective vesting date, except that, to the extent unvested, RSUs fully vest upon termination of service without cause or death. RSUs may also vest in the discretion of the Compensation Committee upon retirement from employment, subject to the terms of the Issuer's Second Amended and Restated 2004 Omnibus Incentive Compensation Plan and the applicable grant agreement. 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.

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.