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*
MACK DAVID S

(Last) (First) (Middle)
C/O MACK-CALI REALTY CORPORATION
343 THORNALL STREET

(Street)
EDISON NJ 08837

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MACK CALI REALTY CORP [ CLI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/11/2008
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)
Code V Amount (A) or (D) Price
Common Stock 08/19/2008 J(6) 75,000 A $0(1) 75,000(7) I By Charitable Foundation
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Units of Limited Partnership Interest $0(1) 08/11/2008 G(2) V 75,000 08/08/1988(3) 08/08/1988(3) Common Stock 75,000 $0 1,856,947(4) D
Units of Limited Partnership Interest $0(1) 08/11/2008 G(2) V 75,000 08/08/1988(3) 08/08/1988(3) Common Stock 75,000 $0 250,000(5) I By Charitable Foundation
Units of Limited Partnership Interest $0(1) 08/19/2008 J(6) 75,000 08/08/1988(3) 08/08/1988(3) Common Stock 75,000 $0(1) 175,000(4) I By Charitable Foundation
Explanation of Responses:
1. Units of Limited Partnership Interest ("Common Units") of Mack-Cali Realty, L.P. (the "Operating Partnership") are redeemable by the holders of Common Units, subject to certain restrictions, on the basis of one Common Unit for either one share of Mack-Cali Realty Corporation (the "Corporation") common stock, par value $0.01 per share (the "Common Stock"), or cash equal to the fair market value of a share of Common Stock at the time of the redemption. The Corporation has the option to deliver shares of Common Stock in exchange for all or any portion of the cash requested.
2. On August 11, 2008, the reporting person donated 75,000 Common Units to the David and Sondra Mack Foundation, Inc. (the "Foundation"), a charitable foundation of which the reporting person is a trustee. Pursuant to Rule 13d-4, the reporting person disclaims beneficial ownership of all of the Common Units beneficially owned by the Foundation.
3. The right to convert Common Units is not subject to expiration.
4. Reported amount excludes the following securities directly beneficially owned by the reporting person: (i) 3,563.673 phantom stock units and (ii) options to purchase 5,000 shares of Common Stock. Also excludes the Common Units beneficially owned by the Foundation. Pursuant to Rule 13d-4, the reporting person disclaims beneficial ownership of all of the Common Units beneficially owned by the Foundation.
5. Reported amount excludes the following securities directly beneficially owned by the reporting person: (i) 1,856,947 Common Units; (ii) 3,563.673 phantom stock units; and (iii) options to purchase 5,000 shares of Common Stock.
6. Shares of Common Stock were issued upon redemption of an equal number of Common Units.
7. Reported amount excludes 2,800 shares of Common Stock directly beneficially owned by the reporting person. Pursuant to Rule 13d-4, the reporting person disclaims beneficial ownership of all of the shares of Common Stock beneficially owned by the Foundation.
/s/ David S. Mack 08/20/2008
** 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.