Sec Form 5 Filing - Keltner Thomas N. @ Empire State Realty Trust, Inc. - 2019-12-31

FORM 5 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 Keltner Thomas N. 2. Issuer Name and Ticker or Trading Symbol Empire State Realty Trust, Inc. [ ESRT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, Gen. Counsel and Sec (Last) (First) (Middle) C/O EMPIRE STATE REALTY TRUST, INC., 111 WEST 33RD STREET, 12TH FL. 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2019 (Street) NEW YORK, NY10120 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 Operating Partnership Units ( 1 ) 05/09/2019 G V 39,760 ( 2 ) ( 3 ) ( 1 ) ( 1 ) Class A Common Stock 39,760 $ 0 242,627 I See footnotes ( 2 ) ( 3 ) ( 4 ) Operating Partnership Units ( 1 ) 08/12/2019 G V 1,000 ( 5 ) ( 1 ) ( 1 ) Class A Common Stock 1,000 $ 0 241,627 I See footnote ( 5 ) Operating Partnership Units ( 1 ) 08/12/2019 G V 1,000 ( 5 ) ( 1 ) ( 1 ) Class A Common Stock 1,000 $ 0 240,627 I See footnote ( 5 ) Operating Partnership Units ( 1 ) 08/12/2019 G V 1,000 ( 5 ) ( 1 ) ( 1 ) Class A Common Stock 1,000 $ 0 239,627 I See footnote ( 5 ) Operating Partnership Units ( 1 ) 08/12/2019 G V 1,000 ( 5 ) ( 1 ) ( 1 ) Class A Common Stock 1,000 $ 0 238,627 I See footnote ( 5 ) Operating Partnership Units ( 1 ) 08/12/2019 G V 2,000 ( 5 ) ( 1 ) ( 1 ) Class A Common Stock 2,000 $ 0 236,627 I See footnote ( 5 ) Operating Partnership Units ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 163,717 163,717 I See footnote ( 6 ) Operating Partnership Units ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 162,162 162,162 I See footnote ( 7 ) Operating Partnership Units ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 165,000 165,000 I See footnote ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Keltner Thomas N. C/O EMPIRE STATE REALTY TRUST, INC. 111 WEST 33RD STREET, 12TH FL. NEW YORK, NY10120 EVP, Gen. Counsel and Sec Signatures /s/ Bart S. Goldstein, Attorney-in-Fact 01/16/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents units of limited partnership interest ("Operating Partnership Units") of Empire State Realty OP, L.P., of which Empire State Realty Trust, Inc. (the "Issuer") is the sole general partner. Operating Partnership Units are redeemable by the holder for shares of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis or the cash value of such shares of Class A Common Stock, at the Issuer's option. The right to redeem Operating Partnership Units does not have an expiration date. ( 2 )These Operating Partnership Units were initially granted to Mr. Keltner as long-term incentive plan units ("LTIP Units") under the First Amended and Restated Empire State Realty Trust, Inc. Empire State Realty OP, L.P. 2013 Equity Incentive Plan as follows: 10,053 LTIP Units on February 18, 2015, 18,770 LTIP Units on February 29, 2016 and 10,937 LTIP Units on March 17, 2017. Conditioned upon sufficient allocations to the capital accounts of the LTIP Units for federal income tax purposes, LTIP Units are convertible by the reporting person, upon vesting, into an equivalent number of Operating Partnership Units, which are redeemable by the holder for shares of Class A Common Stock of the Issuer on a one-for-one basis or the cash value of such shares of Class A Common Stock, at the Issuer's option, as described in footnote 1. ( 3 )(Continued from Footnote 2) Mr. Keltner subsequently converted the LTIP Units to Operating Partnership Units and transferred the Operating Partnership Units to the Thomas N. Keltner, Jr. Revocable Trust dated February 23, 2008 described in footnote 4. ( 4 )Held by the Thomas N. Keltner, Jr. Revocable Trust dated February 23, 2008, for which the reporting person is trustee. ( 5 )Gift of Operating Partnership Units to daughters and grandchildren, who do not share the reporting person's household. ( 6 )Held by the Paula S. Keltner Revocable Trust dated March 1, 2008, for which the reporting person's wife is the trustee. ( 7 )Held by the Thomas N. Keltner, Jr. Family Trust, for which the reporting person's wife and sister are the trustees. ( 8 )Held by the Paula S. Keltner Family Trust, for which the reporting person is the trustee.

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