FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
DeMarco Michael J.
  2. Issuer Name and Ticker or Trading Symbol
MACK CALI REALTY CORP [CLI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
C/O MACK-CALI REALTY CORPORATION, HARBORSIDE 3, 210 HUDSON ST., STE. 400
3. Date of Earliest Transaction (Month/Day/Year)
03/24/2020
(Street)

JERSEY CITY, NJ 07311
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price

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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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class I 2020 LTIP Units $ 0 (1) 03/24/2020   A   546,448     (2)   (2) Common Stock 546,448 $ 0 (1) 546,448 (3) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DeMarco Michael J.
C/O MACK-CALI REALTY CORPORATION
HARBORSIDE 3, 210 HUDSON ST., STE. 400
JERSEY CITY, NJ 07311
  X     Chief Executive Officer  

Signatures

 /s/ Michael J. DeMarco   04/30/2020
**Signature of Reporting Person Date

Explanation of Responses:

* 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 March 24, 2020, the reporting person received a grant of Class I 2020 LTIP Units (the "Class I Units") of Mack-Cali Realty, L.P. (the "Operating Partnership"). The Class I Units are a class of units of the Operating Partnership that, following the occurrence of certain events and upon vesting are convertible by the holder into an equivalent number of Common Units of the Operating Partnership ("Common Units"). Common Units of the Operating Partnership are redeemable by the holder for cash or, at the election of Mack-Cali Realty Corporation (the "Company"), shares of common stock of the Company on a one-for-one basis or the cash value of such shares.
(2) Fifty percent (50%) of the Class I Units may vest over a three to five year period based on the attainment of absolute total stockholder return ("TSR") metrics by the Company over a three year performance period. The remaining fifty percent (50%) of the Class I Units may vest over a three to five year period based on the Company's TSR relative to the TSR of a peer group of twenty-four REITs over the same three year performance period.
(3) Reported amounts exclude: (i) options to purchase 400,000 shares of Common Stock, (ii) 23,041 Class B 2016 LTIP Units; (iii) 196,482 Class C 2017 LTIP Units, (iv) 32,443 Class D 2017 LTIP Units, (v) 340,136 Class E 2018 LTIP Units, (vi) 58,997 Class F 2018 LTIP Units, (vii) 245,298 Class G 2019 LTIP Units, (viii) 44,683 Class H 2019 LTIP Units, and (ix) 625,000 Class AO LTIP Units. Subject to certain vesting conditions, all of these other classes of LTIP Units of the Operating Partnership may be converted to Common Units on a one-for-one basis, except that Class AO LTIP Units convert to a number of Common Units determined by reference to the increase in value of the Company's common stock at the time of conversion over the value of the common stock at the March 13, 2019 grant date of the Class AO LTIP Units.
 
Remarks:
This Form 4 is being filed after its due date as a result of the misappropriation of the reporting person's SEC filing codes by an unauthorized third party causing a filing delay.

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