SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol GETTY REALTY CORP /MD/ [ GTY ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 03/09/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 917,830(1) | D | ||||||||
Common Stock | 233,388(2) | I | Held by Charitable Foundation | |||||||
Common Stock | 69,918(3) | I | By Spouse | |||||||
Common Stock | 23,822 | I | By 401(k) | |||||||
Common Stock | 134,052 | I | By CLS(4) | |||||||
Common Stock | 0(5) | I | By P-ship in which Filer has 50% int. | |||||||
Common Stock | 0(6) | I | By Qual. Pension Plan to Benefit Filer | |||||||
Common Stock | 4,557 | I | By Retirement Fund |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Restricted Stock Unit | (7)(8) | 03/09/2016 | 03/09/2016 | A | 5,000 | (8) | (8) | Common Stock | 5,000(7) | (9) | 35,500(7) | D |
Explanation of Responses: |
1. Increase in securities is the result of (i) a special stock dividend by the Issuer of which 19,385 shares were issued directly to the Reporting Person, and 1,710 shares were re-distributed to the Reporting Person proportionate to his ownership of an S-corporation which had received the aforesaid special dividend and redistributed same in kind to its shareholders; and (ii) 4,981 shares acquired under the Issuer's dividend reinvestment program. See also footnote 5 and 6 below. |
2. Increase in securities (6,281) is the result of a special stock dividend by the Issuer. |
3. Increase in securities (1,881) is the result of a special stock dividend by the Issuer. |
4. An S-corporation in which the reporting person is a shareholder. Shares indicate Reporting Person's proportionate ownership of said S-corporation. |
5. These shares (10,311) were previously erroneously reported as indirectly owned when in fact they are directly owned. This correction does not result in any change in the amount of securities beneficially owned by the Reporting Person. |
6. These shares (2,421) were previously erroneously reported as indirectly owned when in fact they are directly owned. This correction does not result in any change in the amount of securities beneficially owned by the Reporting Person. |
7. Each RSU is settled for 1 share of common stock or the cash equivalent upon the settlement date noted in footnote (8) below. |
8. Restricted Stock Units vest ratably over five years commencing on the first anniversary of the date of grant and are settled in cash or common stock, in the discretion of the Compensation Committee, upon the earlier of the tenth anniversary of the grant date or termination of service as a director of the Company. |
9. The RSUs were received by the Reporting Person for no consideration |
/s/ Milton Cooper | 03/11/2016 | |
** 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. |