SL GREEN REALTY CORP — Director's Dealing 2014

Jun 13, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SL GREEN REALTY CORP (SLG)
CIK: 0001040971
Period of Report: 2014-06-11

Reporting Person: MATHIAS ANDREW W (Director, President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-11	LTIP Units	$	A	98587	Acquired		Common Stock (98587)	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. 2011 Long-Term Outperformance Plan (the "Plan").

F2: Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each vested 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 vested 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 vested 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 August 31, 2014 and 50% on August 31, 2015, subject to continued employment.