8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): May 21, 2019

EMPIRE STATE REALTY TRUST, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland	001-36105	37-1645259
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

EMPIRE STATE REALTY OP, L.P.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-36106	45-4685158
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
111 West 33rd Street, 12th Floor New York, New York		10120
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 687-8700

n/a

(Former name or former address, if changed from last report)

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.  ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Empire State Realty Trust, Inc.
Class A Common Stock, par value $0.01 per share	ESRT	The New York Stock Exchange
Empire State Realty OP, L.P.
Series ES Operating Partnership Units	ESBA	The New York Stock Exchange
Series 250 Operating Partnership Units	FISK	The New York Stock Exchange
Series 60 Operating Partnership Units	OGCP	The New York Stock Exchange

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

On May 21, 2019, Empire State Realty Trust, Inc. (the “Company) announced that David A. Karp will be stepping down from his role as Executive Vice President and Chief Financial Officer with each of the Company and Empire State Realty OP, L.P. (the “Operating Partnership”) for personal reasons, effective August 1, 2019. In accordance with the Company’s bylaws, Andrew J. Prentice, Chief Accounting Officer and Treasurer, will serve as acting chief financial officer of the Company and of the Operating Partnership while the Company conducts a search for a permanent successor. The press release is filed as exhibit 99.1.

Mr. Karp’s departure is not the result of any disagreement with the Company or the Operating Partnership on any subject, including their operations, policies or practices.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release dated May 21, 2019

SIGNATURE

Pursuant to the requirements of the Exchange Act, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

	EMPIRE STATE REALTY TRUST, INC.
Date: May 21, 2019	By:	/s/ Thomas N. Keltner, Jr.
		Name: Thomas N. Keltner, Jr.
		Title: Executive Vice President, General Counsel and Secretary
	EMPIRE STATE REALTY OP, L.P.
	By: Empire State Realty Trust, Inc., as general partner
	By:	/s/ Thomas N. Keltner, Jr.
		Name: Thomas N. Keltner, Jr.
		Title: Executive Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

EMPIRE STATE REALTY TRUST ANNOUNCES

CFO TRANSITION PLAN

New York, New York, May 21, 2019 — Empire State Realty Trust, Inc. (NYSE: ESRT) (the “Company”), a leading real estate investment trust with office and retail properties in Manhattan and the greater New York metropolitan area, today announced that David A. Karp will be stepping down from his role as Executive Vice President and Chief Financial Officer for personal reasons, effective August 1, 2019. In accordance with the Company’s bylaws, Andrew J. Prentice, Chief Accounting Officer and Treasurer, will serve as acting chief financial officer while the Company conducts a search for a permanent successor. John B. Kessler, President and COO, will lead the team during the transition.

“David has been a valued team member since 2011, and his skill, good humor, and hard work contributed greatly to our IPO and our further growth and success,” said Anthony E. Malkin, Chairman and Chief Executive Officer. “Under David’s watch as CFO, we assembled an experienced reporting and finance team, and further strengthened our flexible balance sheet. Further, David is committed to a smooth transition. On behalf of the entire Company and its shareholders, and me personally, I thank David and wish him well.”

“It has been an honor to be Chief Financial Officer of ESRT during its transformation from private partnerships to a leading public REIT,” said Karp. “I am proud of our accomplishments, and it has been a privilege to work with Tony, John, and the rest of the team. While it was a difficult decision for me to make, I leave ESRT with a strong balance sheet and financial team in place. I am thoroughly engaged in the plans for transition and know the Company is well-prepared for the opportunities ahead. I intend to relocate to the West Coast where I was born and lived up through my graduation from college.”

About Empire State Realty Trust

Empire State Realty Trust, Inc. (NYSE: ESRT), a leading real estate investment trust (REIT), owns, manages, operates, acquires and repositions office and retail properties in Manhattan and the greater New York metropolitan area, including the Empire State Building, the world’s most famous building. Headquartered in New York, New York, the Company’s office and retail portfolio covers 10.1 million rentable square feet, as of March 31, 2019, consisting of 9.4 million rentable square feet in 14 office properties, including nine in Manhattan, three in Fairfield County, Connecticut and two in Westchester County, New York; and approximately 700,000 rentable square feet in the retail portfolio.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Federal securities laws. You can identify these statements by our use of the words such as “assumes,” “believes,” “estimates,” “expects,” “intends,” “plans,” “projects” or the negative of these words or similar words or expressions that do not relate to historical matters. You should exercise caution in interpreting and relying on forward-looking statements, because they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and could materially affect actual results, performance or achievements. Such factors and risks include, without limitation, a failure of conditions or performance regarding any event or transaction described above, regulatory changes, and other risks and uncertainties

described from time to time in the Company’s filings with the SEC, including those set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 under the headings “Risk Factors”. Except as may be required by law, the Company does not undertake a duty to update any forward-looking statement, whether as a result of new information, future events or otherwise.

Contact:

Investors

Empire State Realty Trust Investor Relations

(212) 850-2678

IR@empirestaterealtytrust.com

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