X0202 4 2007-07-09 0 0001287701 GRAMERCY CAPITAL CORP GKK 0001298926 Baum Allan C/O GRAMERCY CAPITAL CORP. 420 LEXINGTON AVENUE NEW YORK NY 10170 1 0 0 0 Phantom Stock Units 2007-07-09 4 A 0 453.89 0 A Common Stock 453.89 8119.55 D 1 for 1. The phantom stock units become payable in common stock (or in certain cases in cash) upon (unless the reporting person elects otherwise in accordance with the documents governing the applicable program) the earlier of (i) the January 1 coincident with or next following the earlier of (A) the reporting person's ceasing to be a director, and (B) the reporting person's death, and (ii) a change of control of the Company (as determined under such governing documents). In addition, the reporting person may be permitted to elect to receive distributions (i) for certain unforeseeable emergencies and (ii) in the form of installment payments. Allan J. Baum, by Andrew S. Levine, his attorney-in-fact 2007-07-11