X0304 4 2012-01-09 0 0001287701 GRAMERCY CAPITAL CORP GKK 0001448797 Cozzi Roger M. 420 LEXINGTON AVE. NEW YORK NY 10170 1 1 0 0 Chief Executive Officer Common Stock 2012-01-09 4 S 0 7700 2.5022 D 821200 D 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 $2.5 to $2.515, 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. /s/ Roger M. Cozzi 2012-01-11