0001415889-24-002116.txt : 20240131
0001415889-24-002116.hdr.sgml : 20240131
20240131203822
ACCESSION NUMBER: 0001415889-24-002116
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240129
FILED AS OF DATE: 20240131
DATE AS OF CHANGE: 20240131
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: DiLiberto Matthew J.
CENTRAL INDEX KEY: 0001629731
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13199
FILM NUMBER: 24584667
MAIL ADDRESS:
STREET 1: SL GREEN REALTY CORP.
STREET 2: 420 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10179
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: SL GREEN REALTY CORP
CENTRAL INDEX KEY: 0001040971
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
ORGANIZATION NAME: 05 Real Estate & Construction
IRS NUMBER: 133956775
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: ONE VANDERBILT AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 2125942700
MAIL ADDRESS:
STREET 1: ONE VANDERBILT AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
4
1
form4-02012024_010217.xml
X0508
4
2024-01-29
0001040971
SL GREEN REALTY CORP
SLG
0001629731
DiLiberto Matthew J.
C/O SL GREEN REALTY CORP.
ONE VANDERBILT AVENUE - 28TH FLOOR
NEW YORK
NY
10017
false
true
false
false
CHIEF FINANCIAL OFFICER
0
LTIP Units
2024-01-29
4
A
0
30208
0
A
Common Stock
30208
171723
D
LTIP Units
2024-01-29
4
A
0
8199
0
A
Common Stock
8199
179922
D
LTIP Units
2024-01-29
4
A
0
1766
0
A
Common Stock
1766
181688
D
LTIP Units
2024-01-29
4
A
0
5262
0
A
Common Stock
5262
186950
D
LTIP Units
2024-01-29
4
A
0
40534
0
A
Common Stock
40534
227484
D
Represents LTIP Units granted pursuant to an employment agreement dated as of March 2, 2023 between the reporting person and the Issuer, which vest in equal installments on each of January 1, 2025, January 1, 2026, and January 1, 2027, subject to continued employment.
Represents LTIP Units issued pursuant to the Issuer's equity based compensatory programs. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each vested LTIP Unit may be converted, at the election of the holder, into a Class A Unit of limited partnership interest in SL Green Operating Partnership, L.P. (a "Common Unit"). Each Common Unit acquired upon conversion of an LTIP Unit may be presented for redemption, at the election of the holder, for cash equal to the then fair market value of a share of the Issuer's Common Stock, except that the Issuer may, at its election, acquire each Common Unit so presented for one share of Common Stock. The redemption right generally cannot be exercised until two years from the date of the grant. The rights to convert LTIP Units into Common Units and redeem Common Units do not have expiration dates.
Each LTIP Unit and Common Unit acquired upon conversion of such LTIP Unit is subject to an additional three-year no-sell provision pursuant to which such LTIP Unit and Common Unit generally may not be transferred, and the redemption right associated with the Common Unit may not be exercised, until the earlier of (i) three years after the grant date, (ii) termination of the reporting person's employment or (iii) a change in control of the Issuer.
Reflects the forfeiture of 2,338 LTIP Units originally issued in January 2021 that were previously reported as earned based on the achievement of operational performance metrics for the year ended December 31, 2021, and which remained subject to additional performance-based vesting hurdles based on the Issuer's total shareholder return for the period from January 1, 2021 through December 31, 2023.
Represents LTIP Units originally issued in January 2023 that were subject to performance-based vesting hurdles based on achievement of operational performance metrics for the year ended December 31, 2023, and which remain subject to additional performance-based vesting hurdles based on the Issuer's total shareholder return for the period from January 1, 2023 through December 31, 2025 (the "TSR Performance Period"). On January 29, 2024, the compensation committee of the Issuer determined the level of achievement of the operational performance-based vesting hurdles for these LTIP Units, resulting in 7,288 LTIP Units initially being earned, which amount will be adjusted upwards or downwards by up to 12.5% at the conclusion of the TSR Performance Period based on the Issuer's total shareholder return. The number of LTIP Units reported represents the maximum number of LTIP Units that may be earned based on the Issuer's total shareholder return during the TSR Performance Period.
Earned LTIP Units will vest in equal installments on each of December 31, 2025 and December 31, 2026, subject to continued employment. Each LTIP Unit and Common Unit acquired upon conversion of such LTIP Unit is subject to an additional one-year no-sell provision pursuant to which such LTIP Unit and Common Unit generally may not be transferred, and the redemption right associated with the Common Unit may not be exercised, until the earlier of (i) one year after the vesting date, (ii) termination of the reporting person's employment or (iii) a change in control of the Issuer.
Represents LTIP Units originally issued in January 2021 that were earned based on the Issuer's total stockholder return during the period from January 1, 2021 through December 31, 2023, relative to a group of New York City-centric publicly traded real estate investment trusts. The LTIP Units vested 50% on December 31, 2023 and the remaining 50% will vest on December 31, 2024, subject to continued employment. Each LTIP Unit and Common Unit acquired upon conversion of such LTIP Unit is subject to an additional one-year no-sell provision pursuant to which such LTIP Unit and Common Unit generally may not be transferred, and the redemption right associated with the Common Unit may not be exercised, until the earlier of (i) one year after the vesting date, (ii) termination of the reporting person's employment or (iii) a change in control of the Issuer.
Represents LTIP Units originally issued in January 2021 that were earned based on the Issuer's total stockholder return during the period from January 1, 2021 through December 31, 2023, relative to the constituent companies of the SNL Office REIT Index at the start of such period that remained publicly traded at the conclusion of such period. The LTIP Units vested 50% on December 31, 2023 and the remaining 50% will vest on December 31, 2024, subject to continued employment. Each LTIP Unit and Common Unit acquired upon conversion of such LTIP Unit is subject to an additional one-year no-sell provision pursuant to which such LTIP Unit and Common Unit generally may not be transferred, and the redemption right associated with the Common Unit may not be exercised, until the earlier of (i) one year after the vesting date, (ii) termination of the reporting person's employment or (iii) a change in control of the Issuer.
/s/ Matthew J. DiLiberto
2024-01-31