Sec Form 5 Filing - Keltner Thomas N. @ Empire State Realty Trust, Inc. - 2020-12-31

Insider filing report for Changes in Beneficial Ownership
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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 FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2020
(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 ) 12/09/2020 G V 1,000 ( 2 ) ( 1 ) ( 1 ) Class A Common Stock 1,000 $ 0 235,627 I See footnote ( 3 )
Operating Partnership Units ( 1 ) 12/09/2020 G V 1,000 ( 2 ) ( 1 ) ( 1 ) Class A Common Stock 1,000 $ 0 234,627 I See footnote ( 3 )
Operating Partnership Units ( 1 ) 12/09/2020 G V 1,000 ( 2 ) ( 1 ) ( 1 ) Class A Common Stock 1,000 $ 0 233,627 I See footnote ( 3 )
Operating Partnership Units ( 1 ) 12/09/2020 G V 1,000 ( 2 ) ( 1 ) ( 1 ) Class A Common Stock 1,000 $ 0 232,627 I See footnote ( 3 )
Operating Partnership Units ( 1 ) 12/09/2020 G V 2,000 ( 2 ) ( 1 ) ( 1 ) Class A Common Stock 2,000 $ 0 230,627 I See footnote ( 3 )
Operating Partnership Units ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 163,717 163,717 I See Footnote ( 4 )
Operating Partnership Units ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 165,000 165,000 I See footnote ( 5 )
Operating Partnership Units ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 162,162 162,162 I See footnote ( 6 )
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 FLOOR
NEW YORK, NY10120
EVP, Gen. Counsel and Sec.
Signatures
/s/ Heather M. Lawson, Attorney-in-Fact 02/09/2021
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 )Gift of Operating Partnership Units to daughters and grandchildren, who do not share the reporting person's household.
( 3 )Held by the Thomas N. Keltner, Jr. Revocable Trust dated February 23, 2008, for which the reporting person is trustee.
( 4 )Held by the Paula S. Keltner Revocable Trust dtd March 1, 2008, for which the reporting person's wife is the trustee.
( 5 )Held by the Paula S. Keltner Family Trust, for which the reporting person is the trustee.
( 6 )Held by the Thomas N. Keltner, Jr. Family Trust, for which the reporting person's wife and sister are the trustees.

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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