X0306 4 2020-03-24 0 0000924901 MACK CALI REALTY CORP CLI 0001499706 DeMarco Michael J. C/O MACK-CALI REALTY CORPORATION HARBORSIDE 3, 210 HUDSON ST., STE. 400 JERSEY CITY NJ 07311 1 1 0 0 Chief Executive Officer Class I 2020 LTIP Units 0 2020-03-24 4 A 0 546448 0 A Common Stock 546448 546448 D On March 24, 2020, the reporting person received a grant of Class I 2020 LTIP Units (the "Class I Units") of Mack-Cali Realty, L.P. (the "Operating Partnership"). The Class I Units are a class of units of the Operating Partnership that, following the occurrence of certain events and upon vesting are convertible by the holder into an equivalent number of Common Units of the Operating Partnership ("Common Units"). Common Units of the Operating Partnership are redeemable by the holder for cash or, at the election of Mack-Cali Realty Corporation (the "Company"), shares of common stock of the Company on a one-for-one basis or the cash value of such shares. Fifty percent (50%) of the Class I Units may vest over a three to five year period based on the attainment of absolute total stockholder return ("TSR") metrics by the Company over a three year performance period. The remaining fifty percent (50%) of the Class I Units may vest over a three to five year period based on the Company's TSR relative to the TSR of a peer group of twenty-four REITs over the same three year performance period. Reported amounts exclude: (i) options to purchase 400,000 shares of Common Stock, (ii) 23,041 Class B 2016 LTIP Units; (iii) 196,482 Class C 2017 LTIP Units, (iv) 32,443 Class D 2017 LTIP Units, (v) 340,136 Class E 2018 LTIP Units, (vi) 58,997 Class F 2018 LTIP Units, (vii) 245,298 Class G 2019 LTIP Units, (viii) 44,683 Class H 2019 LTIP Units, and (ix) 625,000 Class AO LTIP Units. Subject to certain vesting conditions, all of these other classes of LTIP Units of the Operating Partnership may be converted to Common Units on a one-for-one basis, except that Class AO LTIP Units convert to a number of Common Units determined by reference to the increase in value of the Company's common stock at the time of conversion over the value of the common stock at the March 13, 2019 grant date of the Class AO LTIP Units. This Form 4 is being filed after its due date as a result of the misappropriation of the reporting person's SEC filing codes by an unauthorized third party causing a filing delay. /s/ Michael J. DeMarco 2020-04-30