8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):  June 23, 2017

(Exact Name of Registrant as Specified in its Charter) 

Maryland	001-35933	56-2466617
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

90 Park Avenue, 32nd Floor New York, New York	10016
(Address of Principal Executive Offices)	(Zip Code)

(212) 297-1000

(Registrant's Telephone Number, including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 23, 2017, Gramercy Property Trust (the “Company”) entered into amendments (the “Amendments”) to the existing employment and noncompetition agreements (the “Employment Agreements”) with each of Gordon F. DuGan, its Chief Executive Officer, Benjamin P. Harris, its President, Nicolas L. Pell, its Chief Investment Officer, and Jon W. Clark, its Chief Financial Officer.

In connection with the merger of Gramercy Property Trust Inc. with a wholly owned subsidiary of the Company, which became effective on December 17, 2015 (the “Merger”), the terms of each of the Employment Agreements were amended by letter agreements (the “Letter Agreements”) in order to modify the amount of cash severance that each of the executives would have been entitled to receive in the event of a termination of employment in certain circumstances within 18 months after the effectiveness of the Merger. The Amendments extended these modifications to apply in the event of a termination of employment by the Company without “cause” or by the executive with “good reason” (each as defined in the applicable Employment Agreement) in connection with or within 18 months after any change in control of the Company (as opposed to just the Merger). As a result, the amount of cash severance that each of these executives would be entitled to receive in such circumstances would be as follows: Mr. DuGan – three times the sum of average annual base salary for the prior 24 months plus the most recent annual cash bonus; Messrs. Harris and Pell – 2.5 times the sum of average annual base salary for the prior 24 months plus the highest annual cash bonus paid during the three prior fiscal years; and Mr. Clark - two times the sum of annual base salary upon termination plus the most recent annual cash bonus.

The foregoing summary of the Amendments is qualified in its entirety by the text of the Amendments with Messrs. DuGan, Harris, Pell and Clark, which are attached as Exhibits 10.1, 10.2, 10.3 and 10.4 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.

10.1	Amendment to Employment and Noncompetition Agreement, dated June 23, 2017, by and between Gramercy Property Trust and Gordon F. DuGan.
10.2	Amendment to Employment and Noncompetition Agreement, dated June 23, 2017, by and between Gramercy Property Trust and Benjamin P. Harris.
10.3	Amendment to Employment and Noncompetition Agreement, dated June 23, 2017, by and between Gramercy Property Trust and Nicolas L. Pell.
10.4	Amendment to Employment and Noncompetition Agreement, dated June 23, 2017, by and between Gramercy Property Trust and Jon W. Clark.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 29, 2017            GRAMERCY PROPERTY TRUST

By:    /s/ Edward J. Matey Jr.        

Name:    Edward J. Matey Jr.

Title:    Executive Vice President & General Counsel

EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment to Employment and Noncompetition Agreement, dated June 23, 2017, by and between Gramercy Property Trust and Gordon F. DuGan.
10.2	Amendment to Employment and Noncompetition Agreement, dated June 23, 2017, by and between Gramercy Property Trust and Benjamin P. Harris.
10.3	Amendment to Employment and Noncompetition Agreement, dated June 23, 2017, by and between Gramercy Property Trust and Nicolas L. Pell.
10.4	Amendment to Employment and Noncompetition Agreement, dated June 23, 2017, by and between Gramercy Property Trust and Jon W. Clark.

EX-10.1

Exhibit 10.1

AMENDMENT TO EMPLOYMENT AND NONCOMPETITION AGREEMENT

This Amendment to the Employment and Noncompetition Agreement (this “Amendment”), effective as of June 23, 2017, is made by and between Gramercy Property Trust (f/k/a Chambers Street Properties), a Maryland real estate investment trust (the “Employer”), as successor to Gramercy Property Trust, Inc. (f/k/a Gramercy Capital Corp.), a Maryland corporation (the “Original Employer”), and Gordon DuGan (“Executive”).

WHEREAS, the Original Employer and the Executive entered into that certain Employment and Noncompetition Agreement, dated as of June 7, 2012, as amended on April 30, 2013 (the “Original Employment Agreement”);

WHEREAS, in connection with the merger of the Original Employer with and into a wholly owned subsidiary of the Employer on December 17, 2015 and subsequent transactions, the Original Employment Agreement was amended by that certain letter agreement dated July 1, 2015, and the obligations of the Original Employer thereunder were assumed by the Employer (the Original Employment Agreement, as so amended and assumed, being referred to herein as the “Employment Agreement”);

WHEREAS, pursuant to Section 12 of the Employment Agreement, the Employer and Executive desire to amend certain terms of the Employment Agreement as set forth in this Amendment; and

WHEREAS, unless the context requires otherwise, capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Employment Agreement.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt of which is mutually acknowledged, the Employer and Executive agree as follows:

1.For avoidance of doubt, the definition of Change-in-Control set forth in Section 6(c)(i) of the Employment Agreement is hereby amended such that references to “the Employer” set forth therein refer to the Employer (as opposed to the Original Employer).

2.Section 7(a) of the Employment Agreement is hereby amended by adding the following new subsection (vi) at the end thereof:

“(vi) In the event such termination occurs in connection with or within eighteen (18) months after a Change-in-Control, then, in lieu of the amounts payable pursuant to Section 7(a)(ii), Executive will be entitled to receive an aggregate amount equal to three (3) times the sum of (A) the Prior Salary and (B) the most recent annual cash bonus paid to Executive prior to the Termination Date, which amount shall be payable in twenty-four (24) equal monthly installments beginning on the first regular payroll payment date occurring more than 30 days after the Termination Date.”

3.Except as expressly amended hereby, the Employment Agreement continues in full force and effect in accordance with its terms and the terms thereof shall govern this Amendment to the same extent as if fully set forth herein.

4.This Amendment shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such State, without regard to the conflicts of law principles of such State.

5.This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the parties and delivered to the other party.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above written.

EMPLOYER:

GRAMERCY PROPERTY TRUST

By:    /s/ Jon W. Clark_______________________

Name: Jon W. Clark

Title: Chief Financial Officer

EXECUTIVE:

/s/ Gordon DuGan_________________________

Gordon DuGan

ACTIVE/91082028.3

EX-10.2

Exhibit 10.2

AMENDMENT TO EMPLOYMENT AND NONCOMPETITION AGREEMENT

This Amendment to the Employment and Noncompetition Agreement (this “Amendment”), effective as of June 23, 2017, is made by and between Gramercy Property Trust (f/k/a Chambers Street Properties), a Maryland real estate investment trust (the “Employer”), as successor to Gramercy Property Trust, Inc. (f/k/a Gramercy Capital Corp.), a Maryland corporation (the “Original Employer”), and Benjamin Harris (“Executive”).

WHEREAS, the Original Employer and the Executive entered into that certain Employment and Noncompetition Agreement, dated as of June 12, 2012 (the “Original Employment Agreement”);

WHEREAS, in connection with the merger of the Original Employer with and into a wholly owned subsidiary of the Employer on December 17, 2015 and subsequent transactions, the Original Employment Agreement was amended by that certain letter agreement dated July 1, 2015, and the obligations of the Original Employer thereunder were assumed by the Employer (the Original Employment Agreement, as so amended and assumed, being referred to herein as the “Employment Agreement”);

WHEREAS, pursuant to Section 12 of the Employment Agreement, the Employer and Executive desire to amend certain terms of the Employment Agreement as set forth in this Amendment; and

WHEREAS, unless the context requires otherwise, capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Employment Agreement.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt of which is mutually acknowledged, the Employer and Executive agree as follows:

1.For avoidance of doubt, the definition of Change-in-Control set forth in Section 6(c)(i) of the Employment Agreement is hereby amended such that references to “the Employer” set forth therein refer to the Employer (as opposed to the Original Employer).

2.Section 7(a)(vi) of the Employment Agreement is hereby amended and restated in its entirety as follows:

“(vi) In the event such termination occurs in connection with or within eighteen (18) months after a Change-in-Control, then Executive will be entitled to the payments and benefits provided under the foregoing Section 7(a)(i)-(v), except that the aggregate amount payable to Executive pursuant to Section 7(a)(ii) shall be multiplied by two and one-half (2.5).”

3.Except as expressly amended hereby, the Employment Agreement continues in full force and effect in accordance with its terms and the terms thereof shall govern this Amendment to the same extent as if fully set forth herein.

4.This Amendment shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such State, without regard to the conflicts of law principles of such State.

5.This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the parties and delivered to the other party.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above written.

EMPLOYER:

GRAMERCY PROPERTY TRUST

By:    /s/ Gordon F. DuGan____________________

Name: Gordon F. DuGan

Title: Chief Executive Officer

EXECUTIVE:

/s/ Benjamin Harris________________________

Benjamin Harris

ACTIVE/91081325.2

EX-10.3

Exhibit 10.3

AMENDMENT TO EMPLOYMENT AND NONCOMPETITION AGREEMENT

This Amendment to the Employment and Noncompetition Agreement (this “Amendment”), effective as of June 23, 2017, is made by and between Gramercy Property Trust (f/k/a Chambers Street Properties), a Maryland real estate investment trust (the “Employer”), as successor to Gramercy Property Trust, Inc. (f/k/a Gramercy Capital Corp.), a Maryland corporation (the “Original Employer”), and Nicholas Pell (“Executive”).

WHEREAS, the Original Employer and the Executive entered into that certain Employment and Noncompetition Agreement, dated as of June 12, 2012 (the “Original Employment Agreement”);

WHEREAS, in connection with the merger of the Original Employer with and into a wholly owned subsidiary of the Employer on December 17, 2015 and subsequent transactions, the Original Employment Agreement was amended by that certain letter agreement dated July 1, 2015, and the obligations of the Original Employer thereunder were assumed by the Employer (the Original Employment Agreement, as so amended and assumed, being referred to herein as the “Employment Agreement”);

WHEREAS, pursuant to Section 12 of the Employment Agreement, the Employer and Executive desire to amend certain terms of the Employment Agreement as set forth in this Amendment; and

WHEREAS, unless the context requires otherwise, capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Employment Agreement.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt of which is mutually acknowledged, the Employer and Executive agree as follows:

1.For avoidance of doubt, the definition of Change-in-Control set forth in Section 6(c)(i) of the Employment Agreement is hereby amended such that references to “the Employer” set forth therein refer to the Employer (as opposed to the Original Employer).

2.Section 7(a)(vi) of the Employment Agreement is hereby amended and restated in its entirety as follows:

“(vi) In the event such termination occurs in connection with or within eighteen (18) months after a Change-in-Control, then Executive will be entitled to the payments and benefits provided under the foregoing Section 7(a)(i)-(v), except that the aggregate amount payable to Executive pursuant to Section 7(a)(ii) shall be multiplied by two and one-half (2.5).”

3.Except as expressly amended hereby, the Employment Agreement continues in full force and effect in accordance with its terms and the terms thereof shall govern this Amendment to the same extent as if fully set forth herein.

4.This Amendment shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such State, without regard to the conflicts of law principles of such State.

5.This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the parties and delivered to the other party.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above written.

EMPLOYER:

GRAMERCY PROPERTY TRUST

By:    /s/ Gordon F. DuGan___________________

Name: Gordon F. DuGan

Title: Chief Executive Officer

EXECUTIVE:

/s/ Nicholas Pell___________________________

Nicholas Pell

ACTIVE/91079568.2

EX-10.4

Exhibit 10.4

AMENDMENT TO EMPLOYMENT AND NONCOMPETITION AGREEMENT

This Amendment to the Employment and Noncompetition Agreement (this “Amendment”), effective as of June 23, 2017, is made by and between Gramercy Property Trust (f/k/a Chambers Street Properties), a Maryland real estate investment trust (the “Employer”), as successor to GKK Manager LLC, a Delaware limited liability company (the “Original Employer”), and Jon W. Clark (“Executive”).

WHEREAS, the Original Employer and the Executive entered into that certain Employment and Noncompetition Agreement, dated as of April 27, 2009, as amended January 17, 2012 (the “Original Employment Agreement”);

WHEREAS, in connection with the merger of the Original Employer with and into a wholly owned subsidiary of the Employer on December 17, 2015 and subsequent transactions, the Original Employment Agreement was amended by that certain letter agreement dated July 1, 2015, and the obligations of the Original Employer thereunder were assumed by the Employer (the Original Employment Agreement, as so amended and assumed, being referred to herein as the “Employment Agreement”);

WHEREAS, pursuant to Section 12 of the Employment Agreement, the Employer and Executive desire to amend certain terms of the Employment Agreement as set forth in this Amendment; and

WHEREAS, unless the context requires otherwise, capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Employment Agreement.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt of which is mutually acknowledged, the Employer and Executive agree as follows:

1.For avoidance of doubt, the definition of Change-in-Control set forth in Section 6(c)(i) of the Employment Agreement is hereby amended such that references to “Gramercy” set forth therein refer to the Employer (as opposed to Gramercy Capital Corp.).

2.Section 7(a)(v) of the Employment Agreement is hereby amended to change the references to “12 months” in the first two sentences of Section 7(a)(v) of the Employment Agreement to “24 months.”

3.Except as expressly amended hereby, the Employment Agreement continues in full force and effect in accordance with its terms and the terms thereof shall govern this Amendment to the same extent as if fully set forth herein.

4.This Amendment shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such State, without regard to the conflicts of law principles of such State.

5.This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the parties and delivered to the other party.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above written.

EMPLOYER:

GRAMERCY PROPERTY TRUST

By:    /s/ Gordon F. DuGan____________________

Name: Gordon F. DuGan

Title: Chief Executive Officer

EXECUTIVE:

/s/ Jon W. Clark___________________________

Jon W. Clark

ACTIVE/91081764.3