| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 11/02/2016 | 3. Issuer Name and Ticker or Trading Symbol Gramercy Property Trust [ GPT ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Shares, $0.01 par value ("Common Shares") | 406,738(1) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| LTIP Units(2) | (2)(3) | (3) | Common Shares | 329,759 | (3) | D | |
| Explanation of Responses: |
| 1. Of the 406,738 shares beneficially owned, 120,265 are restricted shares and 47,847 are restricted share units. The restricted share units and 15,949 of the restricted shares vest on June 30, 2017, subject to the continued employment of the reporting person through that date. 51,406 of the restricted shares will become vested 50% on each of June 23, 2019 and June 23, 2020 (the fourth and fifth anniversaries of the grant date), subject to the continued employment of the reporting person through that date. 52,910 of the restricted shares will become vested 50% on each of February 25, 2020 and February 25, 2021 (the fourth and fifth anniversaries of the grant date), subject to the continued employment of the reporting person through that date. |
| 2. Represents LTIP Units of GPT Operating Partnership LP ("GPT OP"), of which the Issuer is the general partner, earned (i.e. for which the performance-based hurdles have been met) pursuant to the Gramercy Property Trust Inc. 2012 Long-Term Outperformance Plan. Of the total number of LTIP Units reported in column 3, 50% vested on June 30, 2016 and 50% will vest on June 30, 2017, subject to the continued employment of the reporting person through that date. |
| 3. 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 GPT OP (a "Common Unit"). Each Common Unit acquired upon conversion of a vested LTIP Unit may be presented for redemption, at the election of the holder, for cash equal to the then fair market value of one Common Share of the Issuer, except that the Issuer may, at its election, acquire each Common Unit so presented for one Common Share of the Issuer. The rights to convert vested LTIP Units into Common Units and redeem Common Units do not have expiration dates. |
| Remarks: |
| Exhibit List: Exhibit 24 - Power of Attorney |
| /s/ Nicholas L. Pell by Edward J. Matey Jr., his attorney-in-fact | 11/09/2016 | |
| ** 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 5 (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. | ||
