SEC Form 4
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*

(Last) (First) (Middle)


(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/28/2014 S 5,000 D $20.99 221,393 D
Common Stock 03/28/2014 S 5,000 D $21.0004 216,393 D
Common Stock 03/31/2014 A(1) 11,457(1) A $0(1) 227,850 D
Common Stock 03/31/2014 F(6) 28,326 D $0(6) 199,524 D
Common Stock 03/13/2014 S 1,200 D $20.9605 198,324 D
Common Stock 03/31/2014 S 3,800 D $20.88 194,524 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock Units $0(2) 03/31/2014 A(3) 110.026 03/31/2014 08/08/1988(4) Common Stock 110.026 $0(2) 13,287.379 D
Phantom Stock Units $21.3(5) 03/31/2014(5) J(5) 13,287.379 03/31/2014 03/31/2014 Common Stock 13,287.379 $21.3(5) 0 D
Explanation of Responses:
1. On March 31, 2014, the reporting person was awarded 11,457 shares of common stock pursuant to a Settlement and General Release entered into between Mack-Cali Realty Corporation (the "Company") and the reporting person on March 1, 2014 (the "Separation Agreement"). The shares are expected to be issued to a Rabbi Trust for the benefit of the reporting person in accordance with the terms of the Separation Agreement.
2. The phantom stock units shall be settled solely in cash based on the fair market value of an equal number of shares of common stock of the Company on the earliest to occur of any of the following triggering events (each, a "Triggering Event"): (a) the reporting person's death or "disability"; (b) the date of the reporting person's separation from service to the Company; and (c) the effective date of a "change in control", in each case as such terms are defined in the reporting person's employment agreement.
3. The phantom stock units were issued pursuant to a Multi-Year Deferred Retirement Compensation Agreement as a dividend equivalent payment for the quarterly dividend paid in January 2014 in respect of the phantom stock units previously issued on January 2, 2014 that are vesting on March 31, 2014 pursuant to the Separation Agreement.
4. The phantom stock units are not subject to expiration and shall become payable within 30 days after the earliest to occur of any Triggering Event.
5. In connection with the reporting person's resignation as an officer and employee of the Company effective March 31, 2014, all of the issued and outstanding phantom stock units automatically converted into the right to receive a cash payment of $21.30 per phantom stock unit in accordance with the terms and conditions of the Separation Agreement.
6. On March 31, 2014, the report person forfeited 28,326 shares of common stock to satisfy the tax withholding obligations in connection with 68,667 shares of restricted common stock that vested on such date.
/s/ Barry Lefkowitz 04/01/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.