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

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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^*

COOPER MILTON

(Last) (First) (Middle)

C/O KIMCO REALTY CORP

3333 NEW HYDE PARK RD STE 100

(Street)

NEW HYDE PARK NY 11042

(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)
03/09/2016

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								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)
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).
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