Sec Form 4 Filing - Pell Nicholas L. @ Gramercy Property Trust - 2018-10-08

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 Pell Nicholas L. 2. Issuer Name and Ticker or Trading Symbol Gramercy Property Trust [ GPT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Investment Officer (Last) (First) (Middle) C/O GRAMERCY PROPERTY TRUST, 90 PARK AVENUE, 32ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 10/08/2018 (Street) NEW YORK, NY10016 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 Shares 10/10/2018 D 109,249 ( 1 ) D 0 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 ( 2 ) ( 3 ) 10/08/2018 A 38,352 ( 3 ) ( 3 ) Common Shares 38,352 $ 0 148,271 D LTIP Units ( 2 ) ( 3 ) ( 4 ) 10/10/2018 D 148,271 ( 3 )( 4 ) ( 3 )( 4 ) Common Shares 148,271 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Pell Nicholas L. C/O GRAMERCY PROPERTY TRUST 90 PARK AVENUE, 32ND FLOOR NEW YORK, NY10016 Chief Investment Officer Signatures /s/ Nicholas L. Pell by Edward J. Matey Jr., his attorney-in-fact 10/12/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents restricted share awards and Common Shares of Gramercy Property Trust (the "Company"). Pursuant to the merger (the "Merger") described in the Agreement and Plan of Merger, dated as of May 6, 2018 (the "Merger Agreement"), by and among the Company, BRE Glacier Parent L.P., BRE Glacier L.P. ("Glacier"), BRE Glacier Acquisition L.P. and GPT Operating Partnership LP ("GPT OP"), (i) each restricted share award that was outstanding immediately prior to the effective time of the Merger was cancelled in exchange for an amount in cash equal to (a) the number of Common Shares subject to the restricted share award immediately prior to the effective time of the Merger multiplied by (b) the per share Merger consideration of $27.50, and (ii) each Common Share that was outstanding immediately prior to the effective time of the Merger was automatically converted into the right to receive an amount in cash equal to the per share Merger consideration of $27.50. ( 2 )Represents LTIP Units of GPT OP. Prior to the effective time of the Merger, the Company was the general partner of GPT OP. Following the Merger, Glacier is the general partner of GPT OP. All LTIP Units reported in column 9 were vested as of October 8, 2018. ( 3 )Conditioned upon minimum allocation to the capital account of the LTIP Units for federal income tax purposes, prior to the Merger each vested LTIP Unit was convertible, at the election of the holder, into a Class A Unit of limited partnership interest in GPT OP (a "Common Unit"). Prior to the Merger, each Common Unit issued upon conversion of a vested LTIP Unit, was redeemable, at the election of the holder, for cash equal to the then fair market value of one Common Share of the Company, except that the Company could, at its election, exchange each Common Unit presented for redemption for one Common Share of the Company in lieu of such cash payment. ( 4 )In connection with the Merger, the Company exercised its right to convert each LTIP Unit into a Common Unit immediately prior to the effective time of the Merger. Pursuant to the Merger Agreement, eligible holders of Common Units had the right, at their election, to exchange each such Common Unit for an amount in cash equal to the per share Merger consideration of $27.50, or to convert each such Common Unit into one 5.75% Series B Cumulative Preferred Unit of GPT OP.

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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