Sec Form 4 Filing - COOPER MILTON @ GETTY REALTY CORP /MD/ - 2020-03-01

Insider filing report for Changes in Beneficial Ownership
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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
COOPER MILTON
2. Issuer Name and Ticker or Trading Symbol
GETTY REALTY CORP /MD/ [ GTY]
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 KIMCO REALTY CORP, 3333 NEW HYDE PARK RD STE 100
3. Date of Earliest Transaction (MM/DD/YY)
03/01/2020
(Street)
HYDE PARK, NY11042
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
Common Stock 03/01/2020 03/01/2020 M 3,500 ( 4 ) A 34,077 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 (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
Restricted Stock Unit ( 1 ) ( 2 ) 03/01/2020 03/01/2020 A 7,000 ( 2 ) ( 2 ) Common Stock 7,000 ( 3 ) 58,000 ( 1 ) D
Restricted Stock Unit ( 1 ) 03/01/2020 03/01/2020 M 3,500 ( 4 ) ( 2 )( 4 ) ( 2 )( 4 ) Common Stock 3,500 ( 1 ) 54,500 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
COOPER MILTON
C/O KIMCO REALTY CORP
3333 NEW HYDE PARK RD STE 100
HYDE PARK, NY11042
X
Signatures
/s/ Milton Cooper 03/02/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each Restricted Stock Unit (RSU) is settled, at the discretion of the Compensation Committee, in one(1) share of common stock or in cash in an amount equal to the fair market value of one(1) share of common stock, on the settlement date noted in footnote (2) below.
( 2 )RSUs vest ratably over five years commencing on the first anniversary of the date of grant and, to the extent unvested, fully vest (i) if the director is not nominated for re-election or is not re-elected by the stockholders, or (ii) upon death. RSUs are settled in cash or common stock, in the discretion of the Compensation Committee, upon the earlier of the tenth anniversary of the grant date (or the tenth anniversary of the first vesting date, for RSUs granted in 2016-2018), or termination of service. or termination of service as a director.
( 3 )The RSUs were received by the Reporting Person for no consideration.
( 4 )The transaction represents settlement of fully-vested RSUs in shares of common stock pursuant to the terms of a 2009 Restricted Stock Unit Agreement.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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