SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GREEN STEPHEN L

(Last)

(First)

(Middle)

C/O SL GREEN REALTY CORP.

420 LEXINGTON AVENUE

(Street)

NEW YORK

10170

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SL GREEN REALTY CORP [ SLG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman

3. Date of Earliest Transaction (Month/Day/Year)
12/21/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/21/2012		C		225,000	A	⁽¹⁾	225,000	I	By SL Green Properties Inc.
Common Stock	12/21/2012		C		46,000	A	⁽⁴⁾	46,000	I	By SLG Holding V LP
Common Stock	12/21/2012		S		225,000	D	$76.77⁽⁹⁾	0	I	By SL Green Properties Inc.
Common Stock	12/21/2012		S		46,000	D	$76.59⁽¹⁰⁾	0	I	By SLG Holding V LP
Common Stock								28,453	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Units of SL Green Operating Partnership, L.P.	⁽¹⁾	12/21/2012		C			225,000	08/20/1999	⁽²⁾	Common Stock	225,000	$0	680,484	I	By SL Green Properties Inc.
Class A Units of SL Green Operating Partnership, L.P.	⁽⁴⁾	12/21/2012		C			46,000⁽⁵⁾	08/20/1999	⁽²⁾	Common Stock	46,000	$0	0	I	By SLG Holding V LP
Class A Units of SL Green Operating Partnership, L.P.	⁽³⁾							08/20/1999	⁽²⁾	Common Stock	476		476	I	By EBG Midtown South Corp.
Class A Units of SL Green Operating Partnership, L.P.	⁽³⁾							08/20/1999	⁽²⁾	Common Stock	19,048		19,048	I	By wife
Class A Units of SL Green Operating Partnership, L.P.	⁽³⁾							08/20/1999	⁽²⁾	Common Stock	70,000		70,000	I	By SLG Holding III LP
Class A Units of SL Green Operating Partnership, L.P.	⁽³⁾							08/20/1999	⁽²⁾	Common Stock	21,428		21,428⁽⁶⁾	I	By Northwest Partners
Class A Units of SL Green Operating Partnership, L.P.	⁽³⁾							08/20/1999	⁽²⁾	Common Stock	31,013		31,013⁽⁵⁾	D
Class A Units of SL Green Operating Partnership, L.P.	⁽³⁾							08/20/1999	⁽²⁾	Common Stock	0		0⁽⁷⁾	I	By 673 First Realty Corp.
Class A Units of SL Green Operating Partnership, L.P.	⁽³⁾							08/20/1999	⁽²⁾	Common Stock	0		0⁽⁸⁾	I	By Sixth Avenue Associates

Explanation of Responses:

1. SL Green Properties Inc. redeemed 225,000 Class A Units of SL Green Operating Partnership, L.P. for an equal number of shares of Common Stock of SL Green Realty Corp.

2. None.

3. Upon redemption, SL Green Realty Corp. may, at its option, issue one share of Common Stock of SL Green Realty Corp. for each Class A Unit of SL Green Operating Partnership, L.P. or the cash equivalent value thereof to the reporting person.

4. SLG Holding V LP redeemed 46,000 Class A Units of SL Green Operating Partnership, L.P. for an equal number of shares of Common Stock of SL Green Realty Corp.

5. 46,000 Class A Units of SL Green Operating Partnership, L.P. that were previously reported as directly held by the reporting person were transferred to SLG Holding V LP by the reporting person.

6. 21,428 Class A Units of SL Green Operating Partnership, L.P. represents the reporting person's proportiate interest of the Class A Units of SL Green Operating Partnership, L.P. held by Northwest Partners. The reporting person previously disclosed all Class A Units of SL Green Operating Partnership, L.P. held by Northwest Partners.

7. As reported on a prior Form 4, all 3,810 units Class A Units of SL Green Operating Partnership, L.P. owned by 673 First Realty Corp were redeemed for an equal number of shares of Common Stock of SL Green Realty Corp. 673 First Realty Corp. currently holds no Class A Units of SL Green Operating Partnership, L.P.

8. As reported on a prior Form 4, all 249,552 units Class A Units of SL Green Operating Partnership, L.P. owned by Sixth Avenue Associates were redeemed for an equal number of shares of Common Stock of SL Green Realty Corp. Sixth Avenue Associates currently holds no Class A Units of SL Green Operating Partnership, L.P.

9. Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from $76.31 to $77.24 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.

10. Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from $76.47 to $76.65 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.

	/s/ Andrew S. Levine, attorney-in-fact	12/26/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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