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^*

MALKIN ANTHONY E

(Last)

(First)

(Middle)

C/O EMPIRE STATE REALTY TRUST, INC.

ONE GRAND CENTRAL PL, 60 EAST 42ND ST.

(Street)

NEW YORK

10165

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Empire State Realty Trust, Inc. [ ESRT ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
07/15/2014

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)
Class B Common Stock, par value $0.01	07/15/2014		A		3,680⁽²⁾	A	$0⁽²⁾	51,197	D
Class B Common Stock, par value $0.01	07/15/2014		A		75,691⁽²⁾	A	$0⁽²⁾	608,972	I	By family trusts or entities controlled by the reporting person⁽¹⁾

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)
Operating Partnership Units⁽³⁾	⁽³⁾	07/15/2014		A		168,946⁽²⁾		07/15/2015	⁽³⁾	Class A Common Stock	168,946	$0⁽³⁾	2,497,277	D
Operating Partnership Units⁽³⁾	⁽³⁾	07/15/2014		A		3,518,561⁽²⁾		07/15/2015	⁽³⁾	Class A Common Stock	3,518,561	$0⁽³⁾	29,649,307	I	By family trusts or entities controlled by the reporting person.⁽¹⁾

Explanation of Responses:

1. Includes shares of Class B common stock, par value $0.01 per share ("Class B Common Stock") of Empire State Realty Trust, Inc. and Operating Partnership units (the "OP Units") of Empire State Realty OP, L.P. issued to Elizabeth Malkin 2009 Trust; Emily M. Malkin 2010 Trust; Louisa R. Malkni 2010 Trust; Rebecca S. Malkin 2010 Trust; Peter L. Malkin Family 9 LLC; Peter L. Malkin Family 2000 LLC, Row Jimmy LLC; Born Cross-Eyed LLC; and LarryMae LLC, of which Anthony E. Malkin has sole voting and investment power as sole manager or sole trustee, as appicable, or Anthony E. Malkin and his wife have shared voting and investment power as managers or trustees, as applicable. Anthony E. Malkin disclaims beneficial ownership of such Class B Common Stock and OP Units, except to the extent of his pecuniary interest therein.

2. Received by the reporting person in connection with option properties transactions.

3. Represents OP Units of Empire State Realty OP, L.P., of which the Issuer is the sole general partner. OP Units are redeemable by the holder for shares of Class A Common Stock of the Issuer on a one-for-one basis or the cash value of such shares, at the Issuer's option. The right to redeem OP Units does not have an expiration date.

Remarks:

	Thomas N. Keltner, Jr., as attorney-in-fact	07/17/2014
	** 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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