X0304 4 2012-01-01 0 0001040971 SL GREEN REALTY CORP SLG 0001217550 GREEN STEPHEN L C/O SL GREEN REALTY CORP. 420 LEXINGTON AVENUE NEW YORK NY 10170 1 1 0 0 Chairman Stock Units 2012-01-01 4 A 0 2283 0 A Common Stock 2283 7490 D LTIP Units 2012-01-03 4 A 0 91126 0 A Common Stock 91126 136432 D Each Stock Unit was granted pursuant to a deferred compensation agreement, dated December 24, 2010, entered into between the reporting person and the Issuer (the "Deferred Compensation Agreement") and represents a contingent right to receive the value of one share of common stock of the Issuer (the "Deferred Compensation Amount"). The Stock Units vest on December 31, 2012, subject to the reporting person's continued employment through such vesting date. The Deferred Compensation Amount will be delivered to the reporting person no later than 30 days following the earliest of (i) the reporting person's death, (ii) the date of the reporting person's separation from service with the Issuer, and (iii) the effective date of a Change-in-Control (as defined in the Deferred Compensation Agreement). Represents 46,838 LTIP Units earned (i.e., for which the performance-based hurdles have been met) pursuant to the SL Green Realty Corp. 2010 Notional Unit Long-Term Compensation Plan (the "Plan") and 44,288 LTIP Units granted in connection with 2011 performance. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each 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 a 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 rights to convert LTIP Units into Common Units and redeem Common Units do not have expiration dates. 46,838 LTIP Units earned pursuant to the Plan vest 50% on January 1, 2013, 25% on January 1, 2014 and 25% on January 1, 2015 and the remaining 44,288 LTIP Units are not subject to vesting. /s/ Andrew S. Levine, attorney-in-fact 2012-01-04