8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 31, 2014

_____________________

EMPIRE STATE REALTY TRUST, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland	001-36105	37-1645259
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

_____________________

EMPIRE STATE REALTY OP, L.P.

(Exact Name of Registrant as Specified in its Charter)

_____________________

Delaware	001-36106	45-4685158
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

_____________________

One Grand Central Place 60 East 42nd Street New York, New York	10165
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code:  (212) 687-8700

n/a

(Former name or former address, if changed from last report)

_____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure

On March 31, 2014, Empire State Realty Trust, Inc. (the “Company”) sent a letter to investors in the Company and its operating partnership, Empire State Realty OP, L.P. regarding the partial expiration of lock-up restrictions on securities previously issued by such entities. A copy of such letter is attached hereto as Exhibit 99.1.

The information in Item 7.01 of this Current Report, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, unless it is specifically incorporated by reference therein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Letter to investors

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 1, 2014 EMPIRE STATE REALTY TRUST, INC. (Registrant) By: /s/ Thomas N. Keltner, Jr.  Name: Thomas N. Keltner, Jr.  Title: Executive Vice President &             General Counsel

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 1, 2014 EMPIRE STATE REALTY OP, L.P. (Registrant) By: Empire State Realty Trust, Inc., as general partner By: /s/ Thomas N. Keltner, Jr.  Name: Thomas N. Keltner, Jr.  Title: Executive Vice President &             General Counsel

EX-99.1

Exhibit 99.1

[Empire State Realty Trust, Inc. Letterhead]

March 31, 2014

Dear Investor:

In connection with the consolidation and IPO of Empire State Realty Trust, Inc. ("ESRT"), you received shares of Class A common stock, Class B common stock, and/or operating partnership units (collectively, “securities”) in ESRT or Empire State Realty OP, L.P. (the "Operating Partnership"), all as detailed for you in our October 30, 2013 letter, which identified as “restricted” the securities which were subject to transfer restrictions under the lock-up agreement.

We are now writing to remind you that the lock-up restrictions lapse today with respect to 50% of your securities, and on October 2, 2014 with respect to the remainder.

To transfer the securities which become free of the lock-up restrictions, including a transfer to your brokerage account, and to remove the restrictive legend, you may contact the transfer agent American Stock Transfer & Trust at (800) 937-5449.

Please note:

1. Securities you received in respect of your interests in the private entities were not registered under applicable securities laws and may not be resold unless they become registered or an exemption from registration is available. An exemption under Rule 144 allows resale of such securities if at that time:

• the issuer (ESRT or the Operating Partnership) remains subject to public reporting requirements, as is expected; and

• you have held the securities for at least six months, as will be the case within five days after today’s lapse of lock-up restrictions.

2. Series PR operating partnership units are not listed on a national securities exchange, and their transfer is subject to ESRT approval and certain other conditions.

• We intend, in October 2014, to register (a) the unregistered Class A shares and (b) the exchange of operating partnership units and Class B shares for Class A shares, thus enabling you to exchange your operating partnership units for Class A shares which can be sold on the NYSE any time thereafter.

Sincerely,

Empire State Realty Trust, Inc.