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*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/07/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, par value $0.01 | 10/07/2013 | D | 1,000 | D | (1) | 0 | D | |||
Class A Common Stock, par value $0.01 | 10/07/2013 | A | 200,883 | A | $0(2) | 200,883 | D | |||
Class A Common Stock, par value $0.01 | 10/07/2013 | A | 9,406 | A | $0(2) | 9,406 | I | By wife(3) | ||
Class B Common Stock, par value $0.01 | 10/07/2013 | A | 47,520 | A | $0(2) | 47,520 | D | |||
Class B Common Stock, par value $0.01 | 10/07/2013 | A | 533,765 | A | $0(2) | 533,765 | I | By family trusts or entities controlled by the reporting person(4) | ||
Class B Common Stock, par value $0.01 | 10/07/2013 | A | 5,297 | A | $0(2) | 5,297 | I | By family trusts for the benefit of children(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Operating Partnership Units(2)(6) | (2)(6) | 10/07/2013 | A | 2,328,459 | 10/07/2014 | (6) | Class A Common Stock | 2,328,459 | $0(2) | 2,328,459 | D | ||||
Operating Partnership Units(2)(6) | (2)(6) | 10/07/2013 | A | 26,154,482 | 10/07/2014 | (6) | Class A Common Stock | 26,154,482 | $0(2) | 26,154,482 | I | By family trusts or entities controlled by the reporting person(4) | |||
Operating Partnership Units(2)(6) | (2)(6) | 10/07/2013 | A | 259,554 | 10/07/2014 | (6) | Class A Common Stock | 259,554 | $0(2) | 259,554 | I | By family trusts for the benefit of children(5) |
Explanation of Responses: |
1. Represents shares of common stock issued in connection with the formation and initial capitalization of Empire State Realty Trust, Inc. (the "Issuer") which were redeemed by the Issuer at a cost of $0.10 per share. |
2. Received by the reporting person in connection with the Issuer's formation transactions. |
3. The reporting person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein. |
4. See Exhibit 99.1. |
5. See Exhibit 99.1. |
6. Represents units of limited partnership interests ("Operating Partnership Units") of Empire State Realty OP, L.P, of which the Issuer is the sole general partner. Operating Partnership 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 Operating Partnership Units does not have an expiration date. |
/s/ Thomas N. Keltner, Jr., as attorney-in-fact | 10/09/2013 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |