SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Keltner Thomas N.

(Last)

(First)

(Middle)

C/O EMPIRE STATE REALTY TRUST, INC.

111 WEST 33RD STREET, 12TH FL.

(Street)

NEW YORK

10120

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Empire State Realty Trust, Inc. [ ESRT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Gen. Counsel and Sec

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2019

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)	4. Transaction Code (Instr. 8)	(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)
Operating Partnership Units	⁽¹⁾	05/09/2019		G	39,760⁽²⁾⁽³⁾		⁽¹⁾	⁽¹⁾	Class A Common Stock	39,760	$0.00	242,627	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾
Operating Partnership Units	⁽¹⁾	08/12/2019		G		1,000⁽⁵⁾	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,000	$0.00	241,627	I	See footnote⁽⁵⁾
Operating Partnership Units	⁽¹⁾	08/12/2019		G		1,000⁽⁵⁾	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,000	$0.00	240,627	I	See footnote⁽⁵⁾
Operating Partnership Units	⁽¹⁾	08/12/2019		G		1,000⁽⁵⁾	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,000	$0.00	239,627	I	See footnote⁽⁵⁾
Operating Partnership Units	⁽¹⁾	08/12/2019		G		1,000⁽⁵⁾	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,000	$0.00	238,627	I	See footnote⁽⁵⁾
Operating Partnership Units	⁽¹⁾	08/12/2019		G		2,000⁽⁵⁾	⁽¹⁾	⁽¹⁾	Class A Common Stock	2,000	$0.00	236,627	I	See footnote⁽⁵⁾
Operating Partnership Units	⁽¹⁾						⁽¹⁾	⁽¹⁾	Class A Common Stock	163,717		163,717	I	See footnote⁽⁶⁾
Operating Partnership Units	⁽¹⁾						⁽¹⁾	⁽¹⁾	Class A Common Stock	162,162		162,162	I	See footnote⁽⁷⁾
Operating Partnership Units	⁽¹⁾						⁽¹⁾	⁽¹⁾	Class A Common Stock	165,000		165,000	I	See footnote⁽⁸⁾

Explanation of Responses:

1. Represents units of limited partnership interest ("Operating Partnership Units") of Empire State Realty OP, L.P., of which Empire State Realty Trust, Inc. (the "Issuer") is the sole general partner. Operating Partnership Units are redeemable by the holder for shares of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis or the cash value of such shares of Class A Common Stock, at the Issuer's option. The right to redeem Operating Partnership Units does not have an expiration date.

2. These Operating Partnership Units were initially granted to Mr. Keltner as long-term incentive plan units ("LTIP Units") under the First Amended and Restated Empire State Realty Trust, Inc. Empire State Realty OP, L.P. 2013 Equity Incentive Plan as follows: 10,053 LTIP Units on February 18, 2015, 18,770 LTIP Units on February 29, 2016 and 10,937 LTIP Units on March 17, 2017. Conditioned upon sufficient 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 Operating Partnership Units, which are redeemable by the holder for shares of Class A Common Stock of the Issuer on a one-for-one basis or the cash value of such shares of Class A Common Stock, at the Issuer's option, as described in footnote 1.

3. (Continued from Footnote 2) Mr. Keltner subsequently converted the LTIP Units to Operating Partnership Units and transferred the Operating Partnership Units to the Thomas N. Keltner, Jr. Revocable Trust dated February 23, 2008 described in footnote 4.

4. Held by the Thomas N. Keltner, Jr. Revocable Trust dated February 23, 2008, for which the reporting person is trustee.

5. Gift of Operating Partnership Units to daughters and grandchildren, who do not share the reporting person's household.

6. Held by the Paula S. Keltner Revocable Trust dated March 1, 2008, for which the reporting person's wife is the trustee.

7. Held by the Thomas N. Keltner, Jr. Family Trust, for which the reporting person's wife and sister are the trustees.

8. Held by the Paula S. Keltner Family Trust, for which the reporting person is the trustee.

Remarks:

	/s/ Bart S. Goldstein, Attorney-in-Fact	01/16/2020
	** 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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