SL GREEN REALTY CORP — Director's Dealing 2021

Feb 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SL GREEN REALTY CORP (SLG)
CIK: 0001040971
Period of Report: 2021-02-04

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-04	LTIP Units	$	A	3952	Acquired		Common Stock (3952)	Direct
2021-02-04	LTIP Units	$	A	3979	Acquired		Common Stock (3979)	Direct
2021-02-04	LTIP Units	$	A	31020	Acquired		Common Stock (31020)	Direct

Footnotes

F1: Represents LTIP Units originally issued in January 2020 that were subject to performance-based vesting hurdles based on achievement of operational performance metrics for the year ended December 31, 2020, and which remain subject to additional performance-based vesting hurdles based on the Issuer's total shareholder return for the period from January 1, 2020 through December 31, 2022 (the "TSR Performance Period"). On February 4, 2021, the compensation committee of the Issuer determined the level of achievement of the operational performance-based vesting hurdles for these LTIP Units, resulting in 3,513 LTIP Units initially being earned, which amount will be adjusted upwards or downwards by up to 12.5% at the conclusion of the TSR Performance Period based on the Issuer's total shareholder return. The number of LTIP Units reported represents the maximum number of LTIP Units that may be earned based on the Issuer's total shareholder return during the TSR Performance Period.

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 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.

F3: Earned LTIP Units will vest in equal installments on each of December 31, 2022 and December 31, 2023, subject to continued employment. Each LTIP Unit and Common Unit acquired upon conversion of such LTIP Unit is subject to an additional one-year no-sell provision pursuant to which such LTIP Unit and Common Unit generally may not be transferred, and the redemption right associated with the Common Unit may not be exercised, until the earlier of (i) one year after the vesting date, (ii) termination of the reporting person's employment or (iii) a change in control of the Issuer.

F4: Represents LTIP Units that had been granted subject to performance-based vesting hurdles for which the Compensation Committee of the Issuer determined on February 4, 2021 that the performance-based vesting hurdles were satisfied. The LTIP Units represent the earned portion of one-third of the performance-based LTIP Units granted to the reporting person pursuant to his employment agreement with the Issuer dated as of February 2, 2018 (the "Agreement").

F5: Represents LTIP Units granted pursuant to an employment agreement dated as of February 4, 2021 between the reporting person and the Issuer, which vest in equal installments on each of January 1, 2022 and January 1, 2023, subject to continued employment.