SL GREEN REALTY CORP — Director's Dealing 2017

Jan 14, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SL GREEN REALTY CORP (SLG)
CIK: 0001040971
Period of Report: 2017-01-11

Reporting Person: MATHIAS ANDREW W (Director, President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-11	LTIP Units	$	A	33577	Acquired		Common Stock (33577)	Direct
2017-01-11	LTIP Units	$	A	3781	Acquired		Common Stock (3781)	Direct
2017-01-11	LTIP Units	$	A	54545	Acquired		Common Stock (54545)	Direct
2017-01-11	LTIP Units	$	A	14982	Acquired		Common Stock (14982)	Direct

Footnotes

F1: 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. LTIP Units are generally not convertible without the consent of the Issuer until two years from the date of the grant. The rights to convert vested LTIP Units into Common Units and redeem Common Units do not have expiration dates.

F2: Represents LTIP Units that had been granted subject to performance-based vesting hurdles for which the compensation committee of the Issuer determined that the performance-based vesting hurdles had been achieved.

F3: The LTIP Units will vest on June 30, 2017, subject to continued employment.

F4: Represents 54,545 LTIP Units granted in connection with the automatic one year extension of the term of the employment agreement between the reporting person and the Issuer dated November 8, 2016, as amended.

F5: The LTIP Units will vest on December 31, 2017, subject to continued employment.

F6: Represents LTIP Units issued pursuant to the SL Green Realty Corp. 2014 Long-Term Outperformance Plan (the "2014 Plan"). The LTIP Units granted pursuant to the 2014 Plan will vest 50% on August 31, 2017, and 50% on August 31, 2018, subject to the achievement of performance criteria and continued employment.