Sec Form 4 Filing - GREEN STEPHEN L @ SL GREEN REALTY CORP - 2019-01-17

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person GREEN STEPHEN L 2. Issuer Name and Ticker or Trading Symbol SL GREEN REALTY CORP [ SLG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O SL GREEN REALTY CORP., 420 LEXINGTON AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 01/17/2019 (Street) NEW YORK, NY10170 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Units ( 1 ) 01/17/2019 D( 2 ) 16,525 ( 3 ) ( 3 ) Common Stock 16,525 $ 84.73 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GREEN STEPHEN L C/O SL GREEN REALTY CORP. 420 LEXINGTON AVENUE NEW YORK, NY10170 X Signatures /s/ Stephen L. Green 01/22/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Stock Units were granted pursuant to the deferred compensation agreements (the "Deferred Compensation Agreements"), dated December 18, 2009 and December 24, 2010, respectively, entered into between the reporting person and the Issuer. Each Stock Unit represents a contingent right to receive the value of one share of common stock of the Issuer. ( 2 )Pursuant to the terms of the Deferred Compensation Agreements, the amount payable to the reporting person in settlement of the Stock Units was fixed on January 17, 2019 in connection with the reporting person's retirement as Executive Chairman of the Issuer and transition into the role of Chairman Emeritus based on the average of the closing prices of the Issuer's Common Stock for the ten consecutive trading days ending on January 16, 2019. ( 3 )Pursuant to the terms of the Deferred Compensation Agreements, vested Stock Units are to be settled in cash based on the value of the Issuer's Common Stock, calculated in accordance with the terms of the Deferred Compensation Agreements, on the earlier of the termination of the reporting person's employment or the effective date of a Change-in-Control (as defined in the Deferred Compensation Agreements).

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).

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