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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Operating Partnership Units (3) | (3) | 07/15/2014 | A | 168,946 (2) | 07/15/2015 | (3) | Class A Common Stock | 168,946 | $ 0 (3) | 2,497,277 | D | ||||
| Operating Partnership Units (3) | (3) | 07/15/2014 | A | 3,518,561 (2) | 07/15/2015 | (3) | Class A Common Stock | 3,518,561 | $ 0 (3) | 29,649,307 | I | By family trusts or entities controlled by the reporting person. (1) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MALKIN ANTHONY E C/O EMPIRE STATE REALTY TRUST, INC. ONE GRAND CENTRAL PL, 60 EAST 42ND ST. NEW YORK, NY 10165 |
X | CEO and President | ||
| Thomas N. Keltner, Jr., as attorney-in-fact | 07/17/2014 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Includes shares of Class B common stock, par value $0.01 per share ("Class B Common Stock") of Empire State Realty Trust, Inc. and Operating Partnership units (the "OP Units") of Empire State Realty OP, L.P. issued to Elizabeth Malkin 2009 Trust; Emily M. Malkin 2010 Trust; Louisa R. Malkni 2010 Trust; Rebecca S. Malkin 2010 Trust; Peter L. Malkin Family 9 LLC; Peter L. Malkin Family 2000 LLC, Row Jimmy LLC; Born Cross-Eyed LLC; and LarryMae LLC, of which Anthony E. Malkin has sole voting and investment power as sole manager or sole trustee, as appicable, or Anthony E. Malkin and his wife have shared voting and investment power as managers or trustees, as applicable. Anthony E. Malkin disclaims beneficial ownership of such Class B Common Stock and OP Units, except to the extent of his pecuniary interest therein. |
| (2) | Received by the reporting person in connection with option properties transactions. |
| (3) | Represents OP Units of Empire State Realty OP, L.P., of which the Issuer is the sole general partner. OP Units are redeemable by the holder for shares of Class A Common Stock of the Issuer on a one-for-one basis or the cash value of such shares, at the Issuer's option. The right to redeem OP Units does not have an expiration date. |