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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Quark Holding LLC P.O. BOX 23224 OOREDOO TOWER DIPLOMATIC AREA STREET, WEST BAY DOHA, S3 S3 |
X | |||
Qatar Investment Authority Q-TEL TOWER P.O. BOX 23223 DOHA, S3 S3 |
X |
/s/ Ian Kellow, as Head of Compliance of Quark Holding LLC | 06/05/2018 | |
**Signature of Reporting Person | Date | |
/s/ Ian Kellow, as Head of Compliance of Qatar Investment Authority | 06/05/2018 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | On May 31, 2018, Quark Holding LLC delivered to Empire State Realty Trust, Inc. (the "Issuer") an exercise notice to purchase 284,015 shares of the Issuer's Class A Common Stock, par value of $0.01 (the "Common Stock"), pursuant to quarterly top up acquisition rights provided to Quark Holding LLC in a stockholders agreement, dated as of August 23, 2016, between Quark Holding LLC and the Issuer (the "Stockholders Agreement"). In accordance with the terms of the Stockholders Agreement relating to quarterly top up acquisitions, Quark Holding LLC may elect to purchase a limited number of additional shares of Common Stock on a quarterly basis. |
(2) | As a result, Quark Holding LLC has voting power over 16,310,030 shares of Common Stock and dispositive power over 29,894,869 shares of Common Stock it directly beneficially owns, as calculated based on 164,463,762 shares of outstanding Common Stock as reported by the Issuer in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 3, 2018 and the issuance of the 284,015 shares of Common Stock to Quark Holding LLC. Qatar Investment Authority, as the sole member of Quark Holding LLC, may be deemed a beneficial owner of all shares of the Common Stock owned directly by Quark Holding LLC. Each of Quark Holding LLC and Qatar Investment Authority disclaims beneficial ownership of the shares of the Common Stock reported herein, except to the extent of its respective pecuniary interest therein. |