SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Harris Benjamin P

(Last)

(First)

(Middle)

C/O GRAMERCY PROPERTY TRUST

521 5TH AVENUE, 30TH FLOOR

(Street)

NEW YORK

10175

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	12/17/2015		A		112,105⁽¹⁾	A	⁽⁴⁾	112,105	D
Common Shares	12/17/2015		A		143,541⁽²⁾	A	⁽⁴⁾	255,646	D
Common Shares	12/17/2015		A		286,160⁽³⁾	A	⁽⁴⁾	541,806	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
LTIP Units⁽⁵⁾	⁽⁶⁾⁽⁷⁾	12/17/2015		A		51,150		⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Common Shares	163,158	$0.00	51,150	D

Explanation of Responses:

1. Represents restricted shares received in connection with the merger (the "merger") of Gramercy Property Trust Inc. ("Old Gramercy") with and into a subsidiary of Gramercy Property Trust (formerly known as Chambers Street Properties), in exchange for 35,145 unvested restricted stock awards of Old Gramercy.

2. Represents restricted share units received in the merger in exchange for 45,000 unvested restricted stock units of Old Gramercy. The restricted share units vest annually in two equal installments, beginning on June 30, 2016, subject to continued employment and satisfaction of performance-based vesting conditions relating to the stock price of the Issuer or other performance-based vesting conditions; provided that, in the event that the performance-based vesting conditions are not met on a vesting date, the restricted stock units scheduled to vest on that vesting date may vest on a subsequent vesting date if employment continues and either of the performance-based vesting conditions have been met on a cumulative basis through such subsequent vesting date.

3. Received in the merger in exchange for 89,711 shares of Old Gramercy common stock.

4. On the effective date of the merger, the closing price of Gramercy Property Trust's common shares was $7.74 per share. Based on the exchange ratio of 3.1898, this represents approximately $24.69 for each share of Old Gramercy common stock.

5. Represents LTIP Units of GPT Property Trust LP ("GPT OP") earned pursuant to the Gramercy Property Trust Inc. 2012 Long-Term Outperformance Plan (the "Plan"). Prior to the effective time of the merger, Old Gramercy was the general partner of GPT OP. Following the merger, Gramercy Property Trust is the general partner entity of GPT OP.

6. Conditioned upon minimum allocation to the capital account of the LTIP Units for federal income tax purposes, each 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"). Prior to the merger, each Common Unit was redeemable, at the election of the holder, for cash equal to the fair market value of a share of Old Gramercy's common stock, or, where Old Gramercy elected, one share of Old Gramercy common stock. (continue with footnote (7))

7. Following the Merger, the Common Units are exchangeable, at the election of the holder, for cash equal to 3.1898 multiplied by the fair market value of one common share of beneficial interest of Gramercy Property Trust or, where the general partner elects, 3.1898 common shares of beneficial interest of Gramercy Property Trust. The rights to convert LTIP Units into Common Units and redeem Common Units do not have expiration dates. The LTIP Units earned pursuant to the Plan vest 50% on June 30, 2016 and 50% on June 30, 2017, subject to continued employment.

	/s/ Benjamin P. Harris by Jon W. Clark, his attorney-in-fact	12/21/2015
	** Signature of Reporting Person	Date
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