SL GREEN REALTY CORP — Director's Dealing 2012

Dec 14, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SL GREEN REALTY CORP (SLG)
CIK: 0001040971
Period of Report: 2012-12-12

Reporting Person: MEAD JAMES E (Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-12	LTIP Units	$	A	5659	Acquired		Common Stock (5659)	Direct

Footnotes

F1: Represents LTIP units earned (i.e., for which the performance-based hurdles have been met) pursuant to the SL Green Realty Corp. 2010 Notional Unit Long-Term Compensation Plan (the "Plan").

F2: Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each LTIP Unit may be converted, at the election of the holder, into a Class A Unit of limited partnership interest in SL Green Operating Partnership, L.P. (a "Common Unit"). Each Common Unit acquired upon conversion of a LTIP Unit may be presented for redemption, at the election of the holder, for cash equal to the then fair market value of a share of the Issuer's Common Stock, except that the Issuer may, at its election, acquire each Common Unit so presented for one share of Common Stock. The rights to convert LTIP Units into Common Units and redeem Common Units do not have expiration dates.

F3: LTIP Units earned pursuant to the Plan vest 50% on December 17, 2012, 25% on January 1, 2014 and 25% on January 1, 2015.