Milton Cooper Form 4 GETTY REALTY / MILTON COOPER 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

COOPER MILTON

(Last) (First) (Middle)

C/O KIMCO REALTY CORP

500 N BROADWAY STE 201

(Street)

JERICHO NY 11753

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GETTY REALTY CORP /MD/ [ GTY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2021

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	03/01/2021	03/01/2021	M		4,000(4)	A	(1)	38,077	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
Restricted Stock Unit	(1)(2)	03/01/2021	03/01/2021	A		7,000		(2)	(2)	Common Stock	7,000	(3)	58,000(1)	D
Restricted Stock Unit	(1)	03/01/2021	03/01/2021	M			4,000(4)	(2)(4)	(2)(4)	Common Stock	4,000	(1)	54,500	D

Explanation of Responses:

1. Each Restricted Stock Unit (RSU) is settled at the discretion of the Compensation Committee in one (1) share of common stock or in cash in an amount equal to the fair market value of one (1) share of common stock on the settlement date noted in footnote (2) below.

2. RSUs vest ratably over five years commencing on the first anniversary of the date of grant, subject to continued service with the Issuer on each respective vesting date, except that, to the extent unvested, RSUs fully vest upon termination of service without cause or death. RSUs may also vest in the discretion of the Compensation Committee upon retirement from employment, subject to the terms of the Issuer's Second Amended and Restated 2004 Omnibus Incentive Compensation Plan and the applicable grant agreement. RSUs 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 the tenth anniversary of the first vesting date for RSUs granted in 2016-2018), or termination of service.

3. The RSUs were received by the Reporting Person for no consideration.

4. The transaction represents settlement of fully-vested RSUs in shares of common stock pursuant to the terms of a 2009 Restricted Stock Unit Agreement.

	/s/ Milton Cooper	03/03/2021
	** 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.