X0306 4 2012-08-27 0 0001287701 GRAMERCY CAPITAL CORP GKK 0001289000 Harris Benjamin P C/O GRAMERCY CAPITAL CORP. 420 LEXINGTON AVENUE NEW YORK NY 10170 0 1 0 0 President Common Stock 2012-08-27 4 P 0 40000 2.6409 A 640000 D The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.6197 to $2.65, 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/ Benjamin P. Harris 2012-08-28