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 |
| |||||||||||||||
| 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 MACK CALI REALTY CORP [ CLI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 03/13/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 | ||||||
| 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 | ||||||||
| AO LTIP Units of Limited Partnership Interest | (1) | 03/13/2019 | A | 625,000 | (2) | 03/13/2029(3) | Common Stock | (1) | (1) | 625,000(4) | D | ||||
| Explanation of Responses: |
| 1. On March 13, 2019, the reporting person received a grant of appreciation only LTIP units (the "AO LTIPs Units") of Mack-Cali Realty, L.P. (the "Operating Partnership"). The AO LTIP Units are a class of units of the Operating Partnership that, following the achievement of certain price vesting conditions, are convertible by the holder into a number of common units of the Operating Partnership (the "Common Units") determined by reference to the increase in the value of a share of common stock (the "Common Sock") of Mack-Cali Realty Corporation (the "Company") at the time of conversion over the value of Common Stock at the time of grant. Common Units are redeemable by the holder for cash or, at the Company's election, shares of Common Stock on a one-for-one basis. |
| 2. The AO LTIP Units are subject to the satisfaction of price vesting conditions over a four-year period as follows: (i) 250,000 AO LTIP Units should vest on the earliest date on which the closing price of the Common Stock, as reported on the New York Stock Exchange (the "NYSE"), has been equal to or greater than $25.00 per share for at least thirty (30) consecutive trading days, (ii) 250,000 AO LTIP Units should vest on the earliest date on which the closing price of the Common Stock, as reported on the NYSE, has been equal to or greater than $28.00 per share for at least thirty (30) consecutive trading days, and (iii) 125,000 AO LTIP Units should vest on the earliest date on which the closing price of the Common Stock, as reported on the NYSE, has been equal to or greater than $31.00 per share for at least thirty (30) consecutive trading days, in each case provided that such date occurs prior to March 13, 2023. |
| 3. The right to convert the AO LTIP Units into Common Units has a maximum term of 10 years. |
| 4. Reported amounts exclude the following securities directly beneficially owned by the reporting person: (i) options to purchase 400,000 shares of the Common Stock, (ii) 23,041 Class B 2016 LTIP Units of the Operating Partnership, (iii) 196,482 Class C 2017 LTIP Units of the Operating Partnership, (iv) 32,443 Class D 2017 LTIP Units of the Operating Partnership, (v) 340,136 Class E 2018 LTIP Units of the Operating Partnership, and (vi) 58,997 Class F 2018 LTIP Units of the Operating Partnership. Subject to certain vesting conditions, all of these other classes of LTIP Units of the Operating Partnership may be converted to Common Units on a one-for-one basis, which are redeemable by the holder for cash or, at the Company's election, shares of Common Stock on a one-for-one basis. |
| /s/ Michael J. DeMarco | 03/15/2019 | |
| ** 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. | ||