Andrew W. Mathias - Jan 31, 2022 Form 4 Insider Report for SL GREEN REALTY CORP (SLG)

Signature
/s/ Andrew W. Mathias
Stock symbol
SLG
Transactions as of
Jan 31, 2022
Transactions value $
-$9,169,200
Form type
4
Date filed
2/2/2022, 07:32 PM
Previous filing
Jan 21, 2022
Next filing
Mar 4, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SLG LTIP Units Award $0 +114K +12.63% $0.00 1.01M Jan 31, 2022 Common Stock 114K Direct F1, F2, F3, F4
transaction SLG LTIP Units Disposed to Issuer -$9.17M -120K -11.84% $76.41 893K Jan 31, 2022 Common Stock 120K Direct F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents LTIP Units originally issued in February 2021 that were subject to performance-based vesting hurdles based on achievement of operational performance metrics for the year ended December 31, 2021, and which remain subject to additional performance-based vesting hurdles based on the Issuer's total shareholder return for the period from January 1, 2021 through December 31, 2023 (the "TSR Performance Period"). On January 31, 2022, the compensation committee of the Issuer determined the level of achievement of the operational performance-based vesting hurdles for these LTIP Units, resulting in 101,022 LTIP Units initially being earned, which amount will be adjusted upwards or downwards by up to 12.5% at the conclusion of the TSR Performance Period based on the Issuer's total shareholder return. The number of LTIP Units reported represents the maximum number of LTIP Units that may be earned based on the Issuer's total shareholder return during the TSR Performance Period.
F2 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 Class A Unit of limited partnership interest in SL Green Operating Partnership, L.P. (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.
F3 Earned LTIP Units will vest on December 31, 2023, subject to continued employment. Each LTIP Unit and Common Unit acquired upon conversion of such LTIP Unit is subject to an additional two-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) two years after the vesting date, (ii) termination of the reporting person's employment or (iii) a change in control of the Issuer.
F4 Reflects an adjustment of 10 LTIP Units to correct for a scrivener's error in the Reporting Person's Form 4 filed on January 21, 2022.
F5 Represents LTIP Units issued pursuant to the Issuer's equity based compensatory programs. 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.
F6 In accordance with the terms of the First Amended and Restated Agreement of Limited Partnership of SL Green Operating Partnership, L.P., as amended (the "Partnership Agreement"), each LTIP Unit was converted into a Common Unit, and each resulting Common Unit was presented for redemption. At the election of the Issuer and in accordance with the terms of the Partnership Agreement, the Common Units presented for redemption were redeemed for cash, at a price per Common Unit based on the average of the closing prices of the Issuer's Common Stock for the ten consecutive trading days ending on January 28, 2022.