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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT 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 2270 (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 at End of Issuer's Fiscal Year (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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| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Units of Limited Partnership Interest | $ 0 (1) | 04/30/2010 | Â | G(2) | Â | 978,835 | 08/08/1988(3) | 08/08/1988(3) | Common Stock | $ 0 | 0 (4) | By Grantor Retained Annuity Trust | ||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MACK WILLIAM L C/O MACK-CALI REALTY CORPORATION 343 THORNALL STREET EDISON, NJ 08837 |
 X |  |  |  |
| /s/ William L. Mack | 02/11/2011 | |
| **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) | Common units of limited partnership interest of Mack-Cali Realty, L.P. ("Common Units") are redeemable by the holders of Common Units, subject to certain restrictions, on the basis of one Common Unit for either one share of the Corporation's common stock ("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. |
| (2) | Pursuant to the operative terms of the grantor retained annuity trust (the "GRAT"), the reporting person's term as trustee of the GRAT expired on April 30, 2010. Accordingly, the reporting person ceased to exercise control over the holdings of the GRAT and no longer has an indirect beneficial ownership interest in the issuer's securities held by the GRAT. |
| (3) | The right to convert Common Units is not subject to expiration. |
| (4) | Reported amount excludes the following securities indirectly beneficially owned by the reporting person as of February 11, 2011: (i) 100,000 Common Units held by the William & Phyllis Mack Family Foundation, Inc. a charitable foundation of which the reporting person is a trustee (the "Foundation"); and (ii) 833,770 Common Units held by other trusts (the "Trusts"). Pursuant to Rule 13d-4, the reporting person disclaims beneficial ownership of all securities held by the Foundation and the Trusts. Reported amount also excludes the following securities directly beneficially owned by the reporting person as of February 11, 2011: (i) 14,215.202 phantom stock units; (ii) 1,368,279 Common Units; and (iii) options to purchase 10,000 shares of Common Stock. |