Sec Form 4 Filing - Harris Benjamin P @ Gramercy Property Trust - 2016-06-30

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 Harris Benjamin P 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) President (Last) (First) (Middle) C/O GRAMERCY PROPERTY TRUST, 521 FIFTH AVENUE, 30TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/30/2016 (Street) NEW YORK, NY10175 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 06/30/2016 F 12,064 ( 1 ) D $ 9.22 ( 2 ) 570,880 D Common Shares 06/30/2016 F 36,739 ( 3 ) D $ 9.22 ( 2 ) 534,141 D Common Shares 06/30/2016 S 40,000 D $ 8.9799 ( 4 ) 494,141 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 ( 5 ) ( 6 ) 06/30/2016 A 331,480 ( 6 ) ( 6 ) Common Shares 331,480 $ 0 494,638 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Harris Benjamin P C/O GRAMERCY PROPERTY TRUST 521 FIFTH AVENUE, 30TH FLOOR NEW YORK, NY10175 President Signatures /s/ Benjamin P. Harris by Edward J. Matey, Jr., his attorney-in-fact 07/05/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares retained by the Issuer to satisfy withholding obligations on 23,923 shares issued in settlement of restricted share awards granted to the reporting person in July 2012. ( 2 )Represents the closing price of the Issuer's Common Shares on the New York Stock Exchange on June 30, 2016. ( 3 )Represents shares retained by the Issuer to satisfy withholding obligations on 71,770 shares issued in settlement of restricted share units granted to the reporting person in July 2012. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.92 to $9.04, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer 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. ( 5 )Represents LTIP Units of GPT Operating Partnership LP ("GPT OP"), of which the Issuer is the general partner, earned (i.e. for which the performance-based hurdles have been met) pursuant to the Gramercy Property Trust Inc. 2012 Long-Term Outperformance Plan. Of the total number of LTIP Units reported in column 9, 50% vested on June 30, 2016 and 50% will vest on June 30, 2017, subject to the continued employment of the reporting person through that date. ( 6 )Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each vested LTIP Unit may be converted, at the election of the holder, into a Class A Unit of limited partnership interest in GPT OP (a "Common Unit"). Each Common Unit acquired upon conversion of a vested LTIP Unit may be presented for redemption, at the election of the holder, for cash equal to the then fair market value of one Common Share of the Issuer, except that the Issuer may, at its election, acquire each Common Unit so presented for one Common Share of the Issuer. The rights to convert vested LTIP Units into Common Units and redeem Common Units do not have expiration dates.

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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