Sec Form 4 Filing - Tycher Marshall B. @ MACK CALI REALTY CORP - 2020-03-24

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 Tycher Marshall B. 2. Issuer Name and Ticker or Trading Symbol MACK CALI REALTY CORP [ CLI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman of Roseland (Last) (First) (Middle) C/O MACK-CALI REALTY CORPORATION, HARBORSIDE 3, 210 HUDSON ST., STE. 400 3. Date of Earliest Transaction (MM/DD/YY) 03/24/2020 (Street) JERSEY CITY, NJ07311 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 Class I 2020 LTIP Units $ 0 ( 1 ) 03/24/2020 A 273,224 ( 2 ) ( 2 ) Common Stock 273,224 $ 0 ( 1 ) 273,224 ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tycher Marshall B. C/O MACK-CALI REALTY CORPORATION HARBORSIDE 3, 210 HUDSON ST., STE. 400 JERSEY CITY, NJ07311 Chairman of Roseland Signatures /s/ Marshall B. Tycher 03/26/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 24, 2020, the reporting person received a grant of Class I 2020 LTIP Units (the "Class I Units") of Mack-Cali Realty, L.P. (the "Operating Partnership"). The Class I Units are a class of units of the Operating Partnership that, following the occurrence of certain events and upon vesting are convertible by the holder into an equivalent number of Common Units of the Operating Partnership ("Common Units"). Common Units of the Operating Partnership are redeemable by the holder for cash or, at the election of Mack-Cali Realty Corporation (the "Company"), shares of common stock of the Company on a one-for-one basis or the cash value of such shares. ( 2 )Fifty percent (50%) of the Class I Units may vest over a three to five year period based on the attainment of absolute total stockholder return ("TSR") metrics by the Company over a three year performance period. The remaining fifty percent (50%) of the Class I Units may vest over a three to five year period based on the Company's TSR relative to the TSR of a peer group of twenty-four REITs over the same three year performance period. ( 3 )Reported amounts exclude the following securities directly beneficially owned by the reporting person: (i) 23,041 Class B 2016 LTIP Units; (ii) 123,503 Class C 2017 LTIP Units, (iii) 20,393 Class D 2017 LTIP Units, (iv) 187,075 Class E 2018 LTIP Units, (v) 32,448 Class F 2018 LTIP Units, (vi) 81,766 Class G 2019 LTIP Units, and (vii) 44,683 Class H 2019 LTIP Units. Subject to certain vesting conditions, all of these other classes of LTIP Units of the Operating Partnership may be converted to Common Units on a one-for-one basis.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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