X0306
4/A
2016-02-29
2016-03-02
0
0001541401
Empire State Realty Trust, Inc.
ESRT
0001587455
Durels Thomas P.
C/O EMPIRE STATE REALTY TRUST, INC.
ONE GRAND CENTRAL PL., 60 E. 42ND ST.
NEW YORK
NY
10165
0
1
0
0
EVP, Dir. of Leasing & Op.
LTIP Units
2016-02-29
4
A
0
112829
0.00
A
Class A Common Stock
112829
393475
D
LTIP Units
2016-02-29
4
A
0
45630
0.00
A
Class A Common Stock
45630
45630
D
Represents long term incentive plan units ("LTIP Units"), a class of units of Empire State Realty OP, L.P. (the "Operating Partnership"). Conditioned upon sufficient allocations to the capital accounts of the LTIP Units for federal income tax purposes, vested LTIP Units are convertible by the reporting person, upon vesting, into an equivalent number of units of limited partnership interests ("Operating Partnership Units") of the Operating Partnership, which are redeemable by the holder for shares of Class A Common Stock of Empire State Realty Trust, Inc. (the "Issuer") on a one-for-one basis or the cash value of such shares, at the Issuer's option. The rights to convert LTIP units into Operating Partnership Units and redeem Operating Partnership Units do not have expiration dates.
Of the 112,829 LTIP Units granted to the Reporting Person, 62,814 LTIP Units vest as follows: 30% on March 1, 2019, 30% on March 1, 2020 and 40% on March 1, 2021, subject to continued employment through such dates. The remaining 50,015 LTIP Units vest 25% ratably on each of the first four anniversaries of January 1, 2016, subject to continued employment through such dates.
This Form 4 amends the original Form 4 filed on March 2, 2016 to reflect updated Monte Carlo simulation results subsequently received from an independent compensation consultant with respect to the grant date fair value of the LTIP Units.
These LTIP Units are scheduled to vest conditioned on the achievement of certain performance criteria based on the Issuer's total return to shareholders during a three-year performance period ending December 31, 2018. Any earned LTIP units will vest 50% on January 1, 2019 and 50% on January 1, 2020, subject to continued employment. In accordance with applicable Form 4 reporting requirements, the foregoing excludes 136,892 LTIP Units also granted on February 29, 2016 that are scheduled to vest conditioned on the achievement of certain performance criteria based on the Issuer's relative total return to shareholders measured against two different industry-specific indices.
/s/ Debra E. Levin, Attorney-in-Fact
2016-05-05