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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 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 | ||||||||
| Units of Limited Partnership Interest | $ 0 (1) | 12/15/2005 | G(2) | V | 50,000 | 08/08/1988(3) | 08/08/1988(3) | Common Stock | 50,000 | $ 0 | 175,693 (4) | D | |||
| Units of Limited Partnership Interest | $ 0 (1) | 12/15/2005 | G(2) | V | 50,000 | 08/08/1988(3) | 08/08/1988(3) | Common Stock | 50,000 | $ 0 | 50,000 (5) | I | By Charitable Foundation | ||
| Phantom Stock Units | $ 0 (6) | 01/05/2006 | A | 253.667 (7) | 08/08/1988(8) | 08/08/1988(8) | Common Stock | 253.667 | $ 43.43 | 5,663.108 (9) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MACK WILLIAM L C/O MACK-CALI REALTY CORPORATION 11 COMMERCE DRIVE CRANFORD, NJ 07016 |
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| /s/ William L. Mack | 01/09/2006 | |
| **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) | Units of Limited Partnership Interest ("Common Units") of Mack-Cali Realty, L.P. (the "Operating Partnership") 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 Mack-Cali Realty Corporation (the "Corporation") 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. |
| (2) | On December 15, 2005, the reporting person donated 50,000 Common Units to the William & Phyllis Mack Foundation, Inc., a charitable foundation (the "Foundation"), of which the reporting person is a trustee. Pursuant to Rule 13d-4 under the Exchange Act, the reporting person disclaims beneficial ownership of all of the Common Units held by the Foundation. |
| (3) | The right to convert Common Units is not subject to expiration. |
| (4) | Excludes the following securities directly beneficially owned by the reporting person: (i) 5,663.108 phantom stock units; and (ii) options to purchase 28,000 shares of Common Stock. Also excludes the following securities indirectly beneficially owned by the reporting person: (i) 2,221,420.73 Common Units held by a grantor retained annuity trust (the "GRAT"); (ii) 50,000 Common Units held by the Foundation; and (iii) 833,769.02 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 GRAT, the Foundation and the Trusts. |
| (5) | Excludes the following securities directly beneficially owned by the reporting person: (i) 175,693 Common Units; (ii) 5,663.108 phantom stock units; and (iii) options to purchase 28,000 shares of Common Stock. Also excludes the following securities indirectly beneficially owned by the reporting person: (i) 2,221,420.73 Common Units held by a grantor retained annuity trust (the "GRAT"); and (ii) 833,769.02 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 GRAT, the Foundation and the Trusts. |
| (6) | The phantom stock units convert to Common Stock on a one-for-one basis. |
| (7) | The number of phantom stock units awarded is comprised of a quarterly director's fee earned and a quarterly dividend credited on cumulative phantom stock units under the Mack-Cali Realty Corporation Deferred Compensation Plan for Directors. |
| (8) | The phantom stock units were accrued under the Mack-Cali Realty Corporation Deferred Compensation Plan for Directors and are to be settled 100% in 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. |
| (9) | Excludes the following securities directly beneficially owned by the reporting person: (i) 175,693 Common Units; and (ii) options to purchase 28,000 shares of Common Stock. Also excludes the following securities indirectly beneficially owned by the reporting person: (i) 2,221,420.73 Common Units held by the GRAT; (ii) 50,000 Common Units held by the Foundation; and (iii) 833,769.02 Common Units held by the Trusts. Pursuant to Rule 13d-4, the reporting person disclaims beneficial ownership of all securities held by the GRAT, the Foundation and the Trusts. |