X0304 4 2012-01-04 0 0001287701 GRAMERCY CAPITAL CORP GKK 0001524362 Indaba Capital Management, LLC ONE LETTERMAN DRIVE BUILDING D, SUITE DM700 SAN FRANCISCO CA 94129 0 0 1 0 0001526324 Indaba Partners, LLC ONE LETTERMAN DRIVE BUILDING D, SUITE DM700 SAN FRANCISCO CA 94129 0 0 1 0 0001516452 Indaba Capital Fund, L.P. C/O MAPLES CORPORATE SERVICES LIMITED PO BOX 309, UGLAND HOUSE GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS 0 0 1 0 0001250078 SCHRIER DEREK C C/O INDABA CAPITAL MANAGEMENT, LLC ONE LETTERMAN DRIVE, BUILDING D SAN FRANCISCO CA 94129 0 0 1 0 Common Stock, par value $0.001 2012-01-04 4 X 0 125900 5.00 A 1092100 D Common Stock, par value $0.001 2012-01-04 4 X 0 125900 5.00 A 1092100 I See Footnote 8.125% Series A Preferred Stock, par value $0.001 2012-01-04 4 S 0 26000 24.78 D 780815 D 8.125% Series A Preferred Stock, par value $0.001 2012-01-04 4 S 0 26000 24.78 D 780815 I See Footnote These securities are directly owned by Indaba Capital Fund, L.P. These securities are directly owned by Indaba Capital Fund, L.P. and may be deemed to be beneficially owned by (a) Indaba Capital Management, LLC by virtue of its role as the investment manager of Indaba Capital Fund, L.P., (b) Indaba Partners, LLC by virtue of its role as the general partner of Indaba Capital Fund, L.P., and (c) Derek C. Schrier as the Senior Managing Member of Indaba Capital Management, LLC and Indaba Partners, LLC. The reporting persons have not determined that the limited voting rights of the 8.125% Series A Cumulative Redeemable Preferred Stock, par value $0.001 per share (the "Preferred Stock") should result in the shares of Preferred Stock to which this Form 4 relates being deemed to be voting, equity securities subject to the reporting obligations under Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), but have elected to take a conservative position with respect to the matter and as a result have voluntarily made this filing on Form 4. Each reporting person hereby disclaims beneficial ownership over the securities, except to the extent of its pecuniary interest therein. This report shall not be deemed an admission that any reporting person is the beneficial owner of the reported securities for purposes of Section 16 of the Act or for any other purpose. Indaba Capital Management LLC, By: /s/ Hank Brier, General Counsel 2012-01-06 Indaba Partners, LLC, By: /s/ Hank Brier, General Counsel 2012-01-06 Indaba Capital Fund, L. P., By: Indaba Partners, LLC, its general partner, By: /s/ Hank Brier, General Counsel 2012-01-06 /s/ Derek C. Schrier 2012-01-06