-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N8lW6VL4p8AxIoopw6JcmiCZchtu9YNw9jjpKPDZsHKeUP4zv2rGJHLOIoIuGOua zL5nSDffQ+U0gytrh4SEZg== 0000895345-08-000251.txt : 20080407 0000895345-08-000251.hdr.sgml : 20080407 20080407162741 ACCESSION NUMBER: 0000895345-08-000251 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071227 FILED AS OF DATE: 20080407 DATE AS OF CHANGE: 20080407 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GRAMERCY CAPITAL CORP CENTRAL INDEX KEY: 0001287701 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 061722127 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 420 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10170 BUSINESS PHONE: 2125942700 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MSRESS III, Inc. CENTRAL INDEX KEY: 0001418293 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32248 FILM NUMBER: 08743152 BUSINESS ADDRESS: STREET 1: 1585 BROADWAY STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-761-4575 MAIL ADDRESS: STREET 1: 1585 BROADWAY STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Morgan Stanley Real Estate Special Situations Fund III-GP, L.L.C. CENTRAL INDEX KEY: 0001418297 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32248 FILM NUMBER: 08743153 BUSINESS ADDRESS: STREET 1: 1585 BROADWAY STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-761-4575 MAIL ADDRESS: STREET 1: 1585 BROADWAY STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SSF III Gemini GP, LLC CENTRAL INDEX KEY: 0001418298 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32248 FILM NUMBER: 08743154 BUSINESS ADDRESS: STREET 1: 1585 BROADWAY STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-761-4575 MAIL ADDRESS: STREET 1: 1585 BROADWAY STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SSF III Gemini, LP CENTRAL INDEX KEY: 0001418299 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32248 FILM NUMBER: 08743155 BUSINESS ADDRESS: STREET 1: 1585 BROADWAY STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-761-4575 MAIL ADDRESS: STREET 1: 1585 BROADWAY STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Morgan Stanley Real Estate Special Situations Fund III, L.P. CENTRAL INDEX KEY: 0001418301 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32248 FILM NUMBER: 08743156 BUSINESS ADDRESS: STREET 1: 1585 BROADWAY STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-761-4575 MAIL ADDRESS: STREET 1: 1585 BROADWAY STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MSRESS III Manager, L.L.C. CENTRAL INDEX KEY: 0001418294 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32248 FILM NUMBER: 08743158 BUSINESS ADDRESS: STREET 1: 1585 BROADWAY STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-761-4575 MAIL ADDRESS: STREET 1: 1585 BROADWAY STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MORGAN STANLEY CENTRAL INDEX KEY: 0000895421 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32248 FILM NUMBER: 08743157 BUSINESS ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-761-4000 MAIL ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 FORMER NAME: FORMER CONFORMED NAME: MORGAN STANLEY DEAN WITTER & CO DATE OF NAME CHANGE: 19980326 FORMER NAME: FORMER CONFORMED NAME: DEAN WITTER DISCOVER & CO DATE OF NAME CHANGE: 19960315 4 1 ss4-gramercy_morganex.xml X0202 4 2007-12-27 1 0001287701 GRAMERCY CAPITAL CORP GKK 0000895421 MORGAN STANLEY 1585 BROADWAY NEW YORK NY 10036 0 0 0 1 No longer 10% Owner 0001418301 Morgan Stanley Real Estate Special Situations Fund III, L.P. 1585 BROADWAY 37TH FLOOR NEW YORK NY 10036 0 0 0 1 No longer 10% Owner 0001418299 SSF III Gemini, LP 1585 BROADWAY 37TH FLOOR NEW YORK NY 10036 0 0 0 1 No longer 10% Owner 0001418298 SSF III Gemini GP, LLC 1585 BROADWAY 37TH FLOOR NEW YORK NY 10036 0 0 0 1 No longer 10% Owner 0001418297 Morgan Stanley Real Estate Special Situations Fund III-GP, L.L.C. 1585 BROADWAY 37TH FLOOR NEW YORK NY 10036 0 0 0 1 No longer 10% Owner 0001418294 MSRESS III Manager, L.L.C. 1585 BROADWAY 37TH FLOOR NEW YORK NY 10036 0 0 0 1 No longer 10% Owner 0001418293 MSRESS III, Inc. 1585 BROADWAY 37TH FLOOR NEW YORK NY 10036 0 0 0 1 No longer 10% Owner Common Stock, par value $0.001 per share 2007-12-27 4 S 0 352 23.32 D 66539 I By other MS Reporting Units Common Stock, par value $0.001 per share 2008-04-01 4 J 0 511356 A 577895 I By other MS Reporting Units Common Stock, par value $0.001 per share 3809524 I By SSF III Gemini LP The consummation of the transaction (the "AFR Transaction") contemplated by that certain Merger Agreement, dated as of November 2, 2007, among the Issuer, American Financial Realty Trust ("AFR") and certain of their respective affiliates occurred on April 1, 2008. Pursuant to the AFR Transaction, certain operating units (collectively, the "MS Reporting Units") of Morgan Stanley, its subsidiaries and affiliates (collectively, "MS") became entitled to receive 0.12096 shares of common stock, par value $0.001, of the Issuer (the "GKK Common Stock") in respect of each share of AFR common stock held by the MS Reporting Units (the aggregate of 511,356 shares of GKK Common Stock such MS Reporting Units became entitled to receive, the "Merger Shares"). By virtue of the relationships described below, Morgan Stanley may be deemed to have shared voting and dispositive power with respect to 3,809,524 shares (the "Gemini Shares") of GKK Common Stock held by SSF III Gemini, LP ("Gemini"). Accordingly, prior to consummation of the AFR Transaction, Morgan Stanley may have been deemed to have been a 10% Owner. As a result of the issuance of shares GKK Common Stock pursuant to the AFR Transaction, the Gemini Shares, together with the Merger Shares and the Additional Shares described in Note (4) constitute less than 10% of the outstanding GKK Common Stock. SSF III Gemini GP, LLC ("Gemini GP") is the general partner of Gemini. Morgan Stanley Real Estate Special Situations Fund III, L.P. ("SSF III") is the sole member of Gemini GP and the limited partner of Gemini. Morgan Stanley Real Estate Special Situations III-GP, L.L.C. ("SSF III GP") is the general partner of SSF III. MSRESS III Manager, L.L.C ("MSRESS Manager") is the managing member of SSFIII GP. MSRESS III, Inc. ("MSRESS III") is the managing member of MSRESS Manager, and is a wholly owned subsidiary of Morgan Stanley. Morgan Stanley may be deemed to beneficially own the Merger Shares and 66,539 shares of GKK Common Stock (the "Additional Shares") beneficially owned by the MS Reporting Units. Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission by the Reporting Person that it is the beneficial owner of any of the Gemini Shares, the Merger Shares or the Additional Shares for purposes of Section 16 of the Exchange Act, or for any other purpose, and the Reporting Person disclaims beneficial ownership thereof except to the extent of its pecuniary interest therein, if any. This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with Securities and Exchange Commission Release No. 34-39538 (1/12/98). /s/ Dennine Bullard, Authorized Signatory 2008-04-07 -----END PRIVACY-ENHANCED MESSAGE-----