Sec Form 4 Filing - O'Connor Timothy J. @ GRAMERCY CAPITAL CORP - 2011-12-28

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 O'Connor Timothy J. 2. Issuer Name and Ticker or Trading Symbol GRAMERCY CAPITAL CORP [ GKK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) 420 LEXINGTON AVE. 3. Date of Earliest Transaction (MM/DD/YY) 12/28/2011 (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 Common Stock 12/28/2011 M( 1 ) 75,000 A 189,833 D Common Stock 01/04/2012 S( 2 ) 15,167 D $ 2.4351 ( 3 ) 174,666 D Common Stock 01/05/2012 A 28,308 ( 4 ) A $ 0 202,974 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 LTIP Units ( 1 ) ( 1 ) 12/28/2011 M( 1 ) 75,000 ( 1 )( 5 ) ( 1 ) Common Stock 75,000 ( 1 ) 75,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other O'Connor Timothy J. 420 LEXINGTON AVE. NEW YORK, NY10170 President Signatures /s/ Timothy J. O'Connor 01/06/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of Common Stock were issued upon conversion of units of limited partnership interest in GKK Capital LP ("GKK OP"), of which the Company is the general partner, issued as long term incentive compensation pursuant to the Company 's equity based compensatory programs. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each LTIP Unit may be converted, at the election of the holder, into a Class A Unit of limited partnership interest in GKK OP (a "Common Unit"). Each Common Unit acquired upon conversion of a LTIP Unit may be presented for redemption, at the election of the holder, for cash equal to the then fair market value of a share of the Company 's Common Stock, except that the Company may, at its election, acquire each Common Unit so presented for one share of Common Stock. The rights to convert LTIP Units into Common Units and redeem Common Units do not have expiration dates. ( 2 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 22, 2010. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.42 to $2.47, inclusive. The reporting person undertakes to provide to Gramercy Capital Corp. (the "Company"), any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 4 )28,308 shares of the grant are restricted. ( 5 )75,000 LTIP Units vested upon the satisfaction of certain vesting conditions relating to the settlement of the Company's Realty mortgage and mezzanine loans and 75,000 LTIP Units vest on June 30, 2012.

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