0001541401-14-000024.txt : 20141031 0001541401-14-000024.hdr.sgml : 20141031 20141031164753 ACCESSION NUMBER: 0001541401-14-000024 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141028 FILED AS OF DATE: 20141031 DATE AS OF CHANGE: 20141031 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Empire State Realty Trust, Inc. CENTRAL INDEX KEY: 0001541401 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 371645259 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE GRAND CENTRAL PLACE STREET 2: 60 EAST 42ND STREET CITY: NEW YORK STATE: NY ZIP: 10165 BUSINESS PHONE: 212-953-0888 MAIL ADDRESS: STREET 1: ONE GRAND CENTRAL PLACE STREET 2: 60 EAST 42ND STREET CITY: NEW YORK STATE: NY ZIP: 10165 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Andrew Prentice CENTRAL INDEX KEY: 0001587374 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36105 FILM NUMBER: 141187074 BUSINESS ADDRESS: STREET 1: C/O EMPIRE STATE REALTY TRUST, INC. STREET 2: 60 EAST 42ND STREET, 26TH FL CITY: NEW YORK STATE: NY ZIP: 10165 BUSINESS PHONE: 212-953-0888 MAIL ADDRESS: STREET 1: C/O EMPIRE STATE REALTY TRUST, INC. STREET 2: 60 EAST 42ND STREET, 26TH FL CITY: NEW YORK STATE: NY ZIP: 10165 3 1 edgar.xml PRIMARY DOCUMENT X0206 3 2014-10-28 0 0001541401 Empire State Realty Trust, Inc. ESRT 0001587374 Andrew Prentice EMPIRE STATE REALTY TRUST, INC. ONE GRAND CENTRAL PL., 60 EAST 42ND ST. NEW YORK NY 10165 0 1 0 0 Chief Accounting Officer LTIP Units 0 2014-10-07 Class A Common Stock 12066 D LTIP Units 0 2015-01-17 Class A Common Stock 4707 D Represents long term investment plan units ("LTIP Units"), a class of units of Empire State Realty OP, L.P. (the "Operating Partnership"). The LTIP Units are covertible 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. The LTIP Units, which vest 25% ratably over four years from the date of grant, were granted under the Empire State Realty Trust, Inc. and Empire State Realty OP, L.P. 2013 Equity Incentive Plan. /s/ Salvatore Rappa, as attorney-in-fact 2014-10-31 EX-24 2 limitedpoa.htm

LIMITED POWER OF ATTORNEY FOR SEC FILINGS ON FORMS ID, 3, 4, 5 AND 144 IN RESPECT OF

SECURITIES OF EMPIRE STATE REALTY TRUST, INC. AND EMPIRE STATE REALTY OP, L.P.



The undersigned hereby constitutes and appoints each of Thomas N. Keltner, Jr., Salvatore Rappa and Debra

Levin or any one of them acting alone, as the undersigned's true and lawful attorney-in-fact and agent, with full

power of substitution and resubstitution, to sign and file any document listed in items (i) through (vi) below, for

the undersigned in the undersigned's name and stead in any and all capacities, in respect of any acquisition,

disposition or other change in beneficial ownership of any shares of Class A common stock, $0.01 par value per

share or shares of Class B common stock, $0.01 par value per share of Empire State Realty Trust, Inc. (the

"Company") or operating partnership units or LTIP units of Empire State Realty OP, L.P. (the "Operating

Partnership"):



(i) any Form ID to be filed with the U.S. Securities and Exchange Commission (the "SEC");

(ii) any Initial Statement of Beneficial Ownership of Securities on Form 3 to be filed with the SEC;

(iii) any Statement of Changes of Beneficial Ownership of Securities on Form 4 to be filed with the SEC;

(iv) any Annual Statement of Beneficial Ownership of Securities on Form 5 to be filed with the SEC;

(v) any Notice of Proposed Sale of Securities on Form 144 to be filed with the SEC; and any certificate,

receipt, or other ministerial document in connection therewith.



The undersigned hereby gives full power and authority to the attorney-in-fact, as the undersigned's representative

and on the undersigned's behalf, to seek and obtain information on transactions in the Company's or the

Operating Partnership's securities from any third party, including brokers, employee benefit plan administrators

and trustees, and the undersigned hereby authorizes any such person to release such information to the

undersigned and approves and ratifies any such release of information.



The undersigned hereby grants unto such attorney-in-fact and agent full power and authority to do and perform

each and every act and thing requisite and necessary in connection with such matters and hereby ratifies and

confirms all that any such attorney-in-fact and agent or substitute may do or cause to be done by virtue hereof.



The undersigned acknowledges that:



(i) none of the Company, the Operating Partnership or such attorney-in-fact assumes (i) any liability for the

undersigned's responsibility to comply with the requirements of the Securities Exchange Act of 1934, as amended

(the "Exchange Act"), (ii) any liability of the undersigned for any failure to comply with such requirements or (iii)

any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act;

and



(ii) this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with

the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements

under Section 16 of the Exchange Act.



This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed

writing delivered to such attorney-in-fact.



IN WITNESS WHEREOF, the undersigned has executed this Limited Power of Attorney.



Date:   October 28, 2014                /s/ Andrew J. Prentice