Andrew W. Mathias - Jan 30, 2023 Form 4 Insider Report for SL GREEN REALTY CORP (SLG)

Signature
/s/ Andrew W. Mathias
Stock symbol
SLG
Transactions as of
Jan 30, 2023
Transactions value $
$0
Form type
4
Date filed
2/1/2023, 07:18 PM
Previous filing
Dec 14, 2022
Next filing
Feb 14, 2023

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 +104K +11.74% $0.00 993K Jan 30, 2023 Common Stock 104K Direct F1, F2, F3, F4
transaction SLG LTIP Units Award $0 +64.6K +6.51% $0.00 1.06M Jan 30, 2023 Common Stock 64.6K Direct F2, F5, F6
transaction SLG LTIP Units Award $0 +8.27K +0.78% $0.00 1.07M Jan 30, 2023 Common Stock 8.27K Direct F2, F7
transaction SLG LTIP Units Award $0 +5.82K +0.55% $0.00 1.07M Jan 30, 2023 Common Stock 5.82K Direct F2, F3, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents LTIP Units granted pursuant to an employment agreement dated as of December 31, 2021 between the reporting person and the Issuer, which vest in equal installments on each of January 1, 2024, January 1, 2025, and January 1, 2026, subject to continued employment.
F2 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 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 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.
F4 Reflects the forfeiture of 9,484 LTIP Units originally issued in January 2020 that were previously reported as earned based on the achievement of operational performance metrics for the year ended December 31, 2020, and which remained subject to additional performance-based vesting hurdles based on the Issuer's total shareholder return for the period from January 1, 2020 through December 31, 2022.
F5 Represents LTIP Units originally issued in January 2022 that were subject to performance-based vesting hurdles based on achievement of operational performance metrics for the year ended December 31, 2022, and which remain subject to additional performance-based vesting hurdles based on the Issuer's total shareholder return for the period from January 1, 2022 through December 31, 2024 (the "TSR Performance Period"). On January 30, 2023, the compensation committee of the Issuer determined the level of achievement of the operational performance-based vesting hurdles for these LTIP Units, resulting in 57,438 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.
F6 Earned LTIP Units will vest on December 31, 2024, 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.
F7 Represents LTIP Units originally issued in January 2020 that were earned based on the Issuer's total stockholder return during the period from January 1, 2020 through December 31, 2022, relative to a group of New York City-centric publicly traded real estate investment trusts. The LTIP Units vested in full on December 31, 2022. 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.
F8 Represents LTIP Units issued in lieu of cash bonus in accordance with an election made by the reporting person.