03/10/2026 | Press release | Distributed by Public on 03/10/2026 16:31
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| 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 control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class O LTIP Units(1)(2)(3) | (1)(2)(3) | 12/18/2030 | Common Stock | 150,000(1)(2)(3) | $44.35(2) | D | |
| LTIP Units | (4)(5)(6) | (4) | Common Stock | 33,365(6) | (4) | D | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Sitomer Harrison C/O SL GREEN REALTY CORP. ONE VANDERBILT AVENUE - 28TH FLOOR NEW YORK, NY 10017 |
PRESIDENT & CIO | |||
| /s/ Harrison Sitomer | 03/10/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(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). |
| (1) | Class O LTIP Units are economically similar to stock options granted by the Issuer. Each Class A Unit of limited partnership interest in SL Green Operating Partnership, L.P. (a "Common Unit") acquired upon conversion of vested Class O LTIP Units may be presented for redemption, at the election of the holder, for cash equal to the then fair market value of a share of the Issuer's common stock, except that the Issuer may, at its election, acquire each Common Unit so presented for one share of common stock. Class O LTIP Units and the Common Units into which they may be converted generally may not be disposed of without the consent of the Issuer until two years from the date of the grant of the Class O LTIP Units. |
| (2) | The Class O LTIP Units, once vested, may be converted at the election of the holder into a number of Common Units determined by the increase in value of a share of the Issuer's Common Stock at the time of conversion over $44.35, which was the fair market value of a share of the Issuer's Common Stock at the time of grant pursuant to the SL Green Realty Corp. Sixth Amended and Restated 2005 Stock Option and Incentive Plan. |
| (3) | One-third of the Class O LTIP Units will vest on each of January 1, 2027, January 1, 2028 and January 1, 2029, respectively, subject to the reporting person's continued employment through such dates. The rights to convert these Class O LTIP Units into Common Units have a maximum term of five years. The rights to redeem Common Units do not have expiration dates. |
| (4) | Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each vested LTIP Unit may be converted, at the election of the holder, into a Common Unit. Each Common Unit acquired upon conversion of an LTIP Unit may be presented for redemption, at the election of the holder, for cash equal to the then fair market value of a share of the Issuer's common stock, except that the Issuer may, at its election, acquire each Common Unit so presented for one share of common stock. The redemption right generally cannot be exercised until two years from the date of the grant. The rights to convert LTIP Units into Common Units and redeem Common Units do not have expiration dates. |
| (5) | Each LTIP Unit and Common Unit acquired upon conversion of such LTIP Unit is subject to an additional three-year no-sell provision pursuant to which such LTIP Unit and Common Unit generally may not be transferred, and the redemption right associated with the Common Unit may not be exercised, until the earlier of (i) three years after the grant date, (ii) termination of the reporting person's employment or (iii) a change in control of the Issuer. |
| (6) | 16,650 LTIP Units remain unvested, subject to time-based vesting conditions and continued employment through the applicable vesting date. |
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Remarks: Power of Attorney attached as Exhibit 24. |
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