0001209191-16-104583.txt : 20160302
0001209191-16-104583.hdr.sgml : 20160302
20160302170302
ACCESSION NUMBER: 0001209191-16-104583
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20160229
FILED AS OF DATE: 20160302
DATE AS OF CHANGE: 20160302
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Empire State Realty Trust, Inc.
CENTRAL INDEX KEY: 0001541401
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
IRS NUMBER: 371645259
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: ONE GRAND CENTRAL PLACE
STREET 2: 60 EAST 42ND STREET
CITY: NEW YORK
STATE: NY
ZIP: 10165
BUSINESS PHONE: 212-953-0888
MAIL ADDRESS:
STREET 1: ONE GRAND CENTRAL PLACE
STREET 2: 60 EAST 42ND STREET
CITY: NEW YORK
STATE: NY
ZIP: 10165
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KARP DAVID A
CENTRAL INDEX KEY: 0001273446
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36105
FILM NUMBER: 161477921
MAIL ADDRESS:
STREET 1: FALCON FINANCIAL INVESTMENT TRUST
STREET 2: 15 COMMERCE RD
CITY: STAMFORD
STATE: CT
ZIP: 06902
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-02-29
0
0001541401
Empire State Realty Trust, Inc.
ESRT
0001273446
KARP DAVID A
C/O EMPIRE STATE REALTY TRUST, INC.
ONE GRAND CENTRAL PL., 60 E. 42ND ST.
NEW YORK
NY
10165
0
1
0
0
Exe. VP, CFO and Treasurer
LTIP Units
2016-02-29
4
A
0
50015
0.00
A
Class A Common Stock
50015
168431
D
LTIP Units
2016-02-29
4
A
0
48032
0.00
A
Class A Common Stock
48032
48032
D
Represents long term investment plan units ("LTIP Units"), a class of units of Empire State Realty OP, L.P. (the "Operating Partnership"). Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, LTIP Units are convertible by the reporting person, upon vesting, into an equivalent number of units of limited partnership interests ("Operating Partnership Units") of the Operating Partnership, which are redeemable by the holder for shares of Class A Common Stock of Empire State Realty Trust, Inc. (the "Issuer") on a one-for-one basis or the cash value of such shares, at the Issuer's option. The rights to convert LTIP units into Operating Partnership Units and redeem Operating Partnership Units do not have expiration dates.
These LTIP Units vest 25% ratably on each of the first four anniversaries of February 28, 2016, subject to continued employment through such dates.
These LTIP Units are scheduled to vest based on the achievement of certain performance criteria based on the Issuer's total return to the shareholders during a three-year performance period ending December 31, 2018. Any earned LTIP units will vest 50% on January 1, 2019 and 50% on January 1, 2020, subject to continued employment. In accordance with applicable Form 4 reporting requirements, the foregoing excludes 144,096 LTIP Units also granted on February 29, 2016 that are scheduled to vest based on the achievement of certain performance criteria based on the Issuer's relative total return to shareholders measured against two different industry-specific indices.
Exhibit List - Exhibit 24.1 - Power of Attorney
/s/ Debra E. Levin, Attorney-in-Fact
2016-03-02
EX-24.4_638876
2
poa.txt
POA DOCUMENT
LIMITED POWER OF ATTORNEY EXHIBIT 24.1
The undersigned hereby constitutes and appoints each of Debra Levin, Thomas N.
Keltner, Jr., and Yoel Kranz, signing singly, and with full power of
substitution, the undersigned's true and lawful attorney-in-fact to:
(1) complete and execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer, director and/or ten percent (10%)
shareholder of Empire State Realty Trust, Inc. (the "Company") any and all
instruments, certificates and documents required to be executed on behalf of the
undersigned as an individual or on behalf of the undersigned's company or
partnership, as the case may be, pursuant to Section 13 and Section 16 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") or the rules
and regulations thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such instruments,
certificates or documents required to be filed pursuant to Section 13 and
Section 16 of the Exchange Act or the rules or regulations thereunder, and
timely file such form(s) with the SEC and any securities exchange and any stock
exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by any such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact, acting singly,
full power and authority to do and perform any and every act which is necessary,
proper or desirable to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that any such attorney-in-fact, or any such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that each of the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 13 or Section 16 of the
Exchange Act. The undersigned hereby agrees to indemnify the attorneys-in-fact
and the Company from and against any demand, damage, loss, cost or expense
arising from any false or misleading information provided by the undersigned to
the attorneys-in-fact.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file any instruments, certificates and
documents pursuant to Section 13 and Section 16 of the Exchange Act or the rules
or regulations thereunder with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorneys-in-fact c/o
Empire State Realty Trust, Inc., One Grand Central Place, 60 East 42nd Street,
New York, NY 10165. This Power of Attorney supersedes any prior power of
attorney in connection with the undersigned's capacity as an officer and/or
director of the Company. This Power of Attorney shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an executive
officer of, or legal counsel to, the Company.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of February 3, 2016.
/s/ David A. Karp
David A. Karp