SEC FORM 4

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^*

DeMarco Michael J.

(Last)

(First)

(Middle)

C/O MACK-CALI REALTY CORPORATION

343 THORNALL STREET

(Street)

EDISON

08837-2206

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MACK CALI REALTY CORP [ CLI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2015

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	06/05/2015		A⁽¹⁾⁽²⁾		18,775.27⁽¹⁾⁽²⁾	A	$0⁽¹⁾⁽²⁾	18,775.27	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Stock Units	$0⁽³⁾	06/05/2015		A⁽³⁾		56,325.82		06/05/2018⁽⁴⁾	06/05/2018⁽⁴⁾	Common Stock	56,325.82	$0⁽³⁾	56,325.82	D
Stock Options (Right to Buy)	$17.31	06/05/2015		A⁽⁵⁾		200,000		⁽⁵⁾	06/05/2025⁽⁵⁾	Common Stock	200,000	$0	200,000	D
Stock Options (Right to Buy)	$17.31	06/05/2015		A⁽⁶⁾		200,000		⁽⁶⁾	06/05/2025⁽⁶⁾	Common Stock	200,000	$0	400,000	D

Explanation of Responses:

1. On June 5, 2015 (the "Grant Date"), the reporting person was granted 18,775.27 restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of common stock of Mack-Cali realty Corporation (the "Company").

2. The RSUs shall vest in three equal, annual installments commencing on June 5, 2016.

3. On the Grant Date, the reporting person was granted 56,325.82 performance stock units ("PSUs"). Each PSU represents a contingent right to receive one share of the Company's common stock.

4. The PSUs shall vest based on the degree to which a relative total shareholder return target is attained for the three year performance period commencing on the Grant Date.

5. On the Grant Date, the reporting person was granted options to purchase 200,000 shares of the Company's common stock at an exercise price of $17.31 per share, the closing price of the Company's common stock on the New York Stock Exchange (the "NYSE") on the Grant Date. The options shall vest in three equal, annual installments commencing on June 5, 2016.

6. On the Grant Date, the reporting person was granted options to purchase 200,000 shares of the Company's common stock at an exercise price of $17.31 per share, the closing price of the Company's common stock on the NYSE on the Grant Date. The Options shall vest subject to the closing price of the Company's common stock on the NYSE being equal to or greater than $25.00 for 30 consecutive trading days on or before June 30, 2019.

	/s/ Michael J. DeMarco	06/08/2015
	** 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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