X0304 4 2011-12-28 0 0001287701 GRAMERCY CAPITAL CORP GKK 0001449928 O'Connor Timothy J. 420 LEXINGTON AVE. NEW YORK NY 10170 0 1 0 0 President Common Stock 2011-12-28 4 M 0 75000 A 189833 D Common Stock 2012-01-04 4 S 0 15167 2.4351 D 174666 D Common Stock 2012-01-05 4 A 0 28308 0 A 202974 D LTIP Units 2011-12-28 4 M 0 75000 D Common Stock 75000 75000 D Shares of Common Stock were issued upon conversion of units of limited partnership interest in GKK Capital LP ("GKK OP"), of which the Company is the general partner, issued as long term incentive compensation pursuant to the Company 's equity based compensatory programs. 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 GKK OP (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 Company 's Common Stock, except that the Company 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. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 22, 2010. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.42 to $2.47, inclusive. The reporting person undertakes to provide to Gramercy Capital Corp. (the "Company"), any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. 28,308 shares of the grant are restricted. 75,000 LTIP Units vested upon the satisfaction of certain vesting conditions relating to the settlement of the Company's Realty mortgage and mezzanine loans and 75,000 LTIP Units vest on June 30, 2012. /s/ Timothy J. O'Connor 2012-01-06