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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 | ||||||||
| Series B Preferred Units of Limited Partnership Interest | $ 34.65 | 06/13/2005 | C(1) | 53,344 | 08/08/1988(2) | 08/08/1988(2) | Units of Limited Partnership Interest | 1,539,509.38 | (3) | 0 (4) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MACK DAVID S C/O MACK-CALI REALTY CORPORATION 11 COMMERCE DRIVE CRANFORD, NJ 07016 |
X | |||
| /s/ David S. Mack | 06/15/2005 | |
| **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) | The Series B Preferred Units of limited partnership interest (the "Series B Preferred Units") in Mack-Cali Realty, L.P. (the "Operating Partnership"), of which Mack-Cali Realty Corporation (the "Corporation") is the general partner, were redeemed by the Operating Partnership and converted into common units of limited partnership interest in the Operating Partnership (the "Common Units"). |
| (2) | Each Series B Preferred Unit was convertible at the election of (i) the holder at any time and (ii) the Operating Partnership on or after June 13, 2005, into the number of Common Units equal to (x) $1,000, divided by (y) $34.65. Based upon this conversion formula, each outstanding Series B Preferred Unit was converted into approximately 28.86 Common Units. The right to convert the Series B Preferred Units was not subject to expiration. |
| (3) | The Common Units are redeemable by the holders of Common Units at their option, subject to certain restrictions, on the basis of one Common Unit for either one share of the Corporation's common stock, par value $0.01 per share (the "Common Stock"), or cash equal to the fair market value of a share of Common Stock at the time of the redemption. The Corporation has the option to deliver shares of Common Stock in exchange for all or any portion of the cash requested. |
| (4) | Excludes the following securities that are directly beneficially owned by the reporting person: (i) 775.686 phantom stock units issued to the reporting person pursuant to the Mack-Cali Realty Corporation Deferred Compensation Plan for Directors, which units are to be settled 100% in the Corporation's Common Stock upon the termination of the reporting person's service on the Board of Directors of the Corporation or upon a change in control of the Corporation; (ii) 2,156,947.38 Common Units (including the 1,539,509.38 as converted Common Units that are reported in Table II of this Form 4); and (iii) options to purchase 5,000 shares of the Corporation's common stock. Also excludes 160,000 Common Units held by The David and Sondra Mack Foundation (the "Foundation"), a charitable foundation of which the reporting person is a trustee. Pursuant to Rule 13d-4, the reporting person disclaims beneficial ownership of all of the Common Units held by the Foundation. |