SL GREEN REALTY CORP — Director's Dealing 2019

Mar 15, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SL GREEN REALTY CORP (SLG)
CIK: 0001040971
Period of Report: 2019-03-08

Reporting Person: DiLiberto Matthew J. (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-08	Common Stock	C	2084	—	Acquired	3807.78	Direct
2019-03-12	Common Stock	S	2084	$91.66	Disposed	1723.78	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-08	LTIP Units	$	D	7916	Disposed		Common Stock (7916)	Direct
2019-03-08	LTIP Units	$	C	2084	Disposed		Common Stock (2084)	Direct

Footnotes

F1: 2,084 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 489.84 shares of the Issuer's Common Stock purchased through the Issuer's Employee Stock Purchase Plan.

F3: Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from $91.32 to $91.83 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.

F4: Represents LTIP Units issued pursuant to the Issuer's equity based compensatory programs. 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 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 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 redemption right generally cannot be exercised until two years from the date of the grant. The rights to convert LTIP Units into Common Units and redeem Common Units do not have expiration dates.

F5: In accordance with the terms of the First Amended and Restated Agreement of Limited Partnership of SL Green Operating Partnership, L.P., as amended (the "Partnership Agreement"), each LTIP Unit was converted into a Common Unit, and each resulting Common Unit was presented for redemption. At the election of the Issuer and in accordance with the terms of the Partnership Agreement, the Common Units presented for redemption were redeemed for cash, at a price per Common Unit based on the average of the closing prices of the Issuer's Common Stock for the ten consecutive trading days ending on March 7, 2019.