SL GREEN REALTY CORP — Director's Dealing 2016

Dec 24, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SL GREEN REALTY CORP (SLG)
CIK: 0001040971
Period of Report: 2016-12-21

Reporting Person: HOLLIDAY MARC (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-21	Common Stock	C	141000	—	Acquired	168001.44	Direct
2016-12-21	Common Stock	S	21100	$108.18	Disposed	146901.44	Direct
2016-12-21	Common Stock	S	16277	$109.18	Disposed	130624.44	Direct
2016-12-21	Common Stock	S	59223	$110.34	Disposed	71401.44	Direct
2016-12-21	Common Stock	G	9100	—	Disposed	62301.44	Direct
2016-12-22	Common Stock	S	19954	$106.06	Disposed	42347.44	Direct
2016-12-22	Common Stock	S	24446	$106.50	Disposed	17901.44	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-21	LTIP Units	$	C	141000	Disposed		Common Stock (141000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1530	Indirect
Common Stock	780	Indirect
Common Stock	530	Indirect

Footnotes

F1: 141,000 of the Reporting Person's LTIP units ("LTIP Units") in SL Green Operating Partnership, L.P.("SLGOP"), of which the Issuer is the sole general partner, were exchanged for Class A Units of limited partnership interests in SLGOP ("Common Units") and then were immediately converted into an equal number of shares of the Issuer's Common Stock.

F2: Includes 235 shares of the Issuer's Common Stock purchased through the Issuer's Employee Stock Purchase Plan.

F3: Represents LTIP Units issued as long term incentive compensation pursuant to the Issuer's equity based compensatory programs. Conditioned upon minimum allocations to the capital account of the LTIP Units for federal income tax purposes, each LTIP Unit may be converted, at the election of the holder, into a Common Unit. Each Common Unit acquired upon conversion of an LTIP Unit may be presented for redemption at the election of the holder, for cash equal to the 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.

F4: Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from $108.00 to $108.68 per share, inclusive. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F5: Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from $109.00 to $109.83 per share, inclusive. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F6: Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from $110.00 to $110.75 per share, inclusive. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F7: Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from $105.67 to $106.25 per share, inclusive. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F8: Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from $106.26 to $106.79 per share, inclusive. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.