Gramercy Property Trust Form 4 Gramercy Property Trust / Jon W. Clark ownership change

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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X

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^*

Clark Jon W.

(Last) (First) (Middle)

C/O GRAMERCY PROPERTY TRUST INC.,

521 5TH AVENUE, 30TH FLOOR

(Street)

NEW YORK NY 10175

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Gramercy Property Trust Inc. [ GPT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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, $0.001 par value	12/17/2015		D		42,640(1)	D	(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
LTIP Units(2)	(3)(4)	12/17/2015		D			8,525	(3)(4)	(3)(4)	Common Stock	8,525	$0.00	0	D
Stock Options (Right to Buy)	$107.27	12/17/2015		D			1,350	(5)	06/28/2017	Common Stock	1,350	(5)	0	D
Stock Options (Right to Buy)	$89.99	12/17/2015		D			1,350	(6)	12/31/2017	Common Stock	1,350	(6)	0	D

Explanation of Responses:

1. Represents 4,515 unvested restricted stock awards, 7,500 unvested restricted stock units and 30,625 shares of Gramercy Property Trust Inc. ("Gramercy") common stock. Pursuant to the merger agreement between Gramercy and Chambers Street Properties ("Chambers"), the unvested restricted stock award will be disposed of in exchange for an award of 14,401 restricted common shares of beneficial interest of Chambers, the unvested restricted stock units will be disposed of in exchange for an award of 23,923 Chambers restricted stock units, and the common stock will be disposed of in exchange for 97,687 common shares of beneficial interest of Chambers, in each case based upon an exchange ratio of 3.1898

2. Represents LTIP Units of GPT Property Trust LP ("GPT OP") earned pursuant to the Gramercy Property Trust Inc. 2012 Long-Term Outperformance Plan (the "Plan"). Prior to the effective time of the merger, Gramercy was the general partner of GPT OP. Following the merger, Chambers is the general partner entity of GPT OP.

3. Conditioned upon minimum allocation to the capital account of the LTIP Units for federal income tax purposes, each LTIP Unit may be converted, at the election of the holder, into a Class A Unit of limited partnership interest in GPT OP (a "Common Unit"). Prior to the merger, each Common Unit was redeemable, at the election of the holder, for cash equal to the fair market value of a share of Gramercy's common stock, or, where Gramercy elected, one share of Gramercy common stock.

4. Following the Merger, the Common Units are exchangeable, at the election of the holder, for cash equal to 3.1898 multiplied by the fair market value of one common share of beneficial interest of Chambers or, where the general partner elects, 3.1898 common shares of beneficial interest of Chambers. The rights to convert LTIP Units into Common Units and redeem Common Units do not have expiration dates. The LTIP Units earned pursuant to the Plan vest 50% on June 30, 2016 and 50% on June 30, 2017, subject to continued employment.

5. This option, which was fully vested at the time of the merger, was assumed by Chambers in the merger and replaced with an option to purchase 4,306 common shares of beneficial interest of Chambers for $33.63 per share.

6. This option, which was fully vested at the time of the merger, was assumed by Chambers in the merger and replaced with an option to purchase 4,306 common shares of beneficial interest of Chambers for $28.21 per share.

	/s/ Jon W. Clark	12/21/2015
	** Signature of Reporting Person	Date
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