| | | | | | | | | | | | | | | | | | | | | | |
Ownership Document
|
| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 3/1/24 |
| Not Subject to Section 16: 0 |
| Issuer: |
| Issuer CIK: 1052752 |
| Issuer Name: GETTY REALTY CORP /MD/ |
| Issuer Trading Symbol: GTY |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1601337 |
| | Owner Name: Malanoski Mary Louise |
| Reporting Owner Address: |
| | Owner Street 1: C/O GETTY REALTY CORP. |
| | Owner Street 2: 292 MADISON AVE 9TH FLOOR |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10017 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: |
| | Other Text: |
| Aff 10b5 One: 0 |
| Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Restricted Stock Unit |
| | Conversion or Exercise Price: |
| | | Footnote ID: F1 |
| | | Footnote ID: F2 |
| | Transaction Date: |
| | | Value: 3/1/24 |
| | Deemed Execution Date: |
| | | Value: 3/1/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 7,000 |
| | | Transaction Price Per Share: |
| Footnote ID: F3 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Footnote ID: F2 |
| | Expiration Date: |
| | | Footnote ID: F2 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 7,000 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 45,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnotes: |
| Footnote - F1: Each Restricted Stock Unit (RSU) is settled at the discretion of the Compensation Committee in one share of common stock or in cash in an amount equal to the fair market value of one share of common stock on the settlement date noted in footnote (2) below. |
| Footnote - F2: RSUs vest ratably over 5 years commencing on the 1st anniversary of the grant date, subject to continued service with the Issuer on each vesting date, except that to the extent unvested, RSUs fully vest upon death or upon termination of service for any reason other than the Reporting Person voluntarily electing to resign from the Board, voluntarily electing not to stand for re-election, or being involuntarily removed from the Board (excluding a failure to be re-elected by the stockholders). RSUs may also vest in the discretion of the Compensation Committee upon retirement from the Board, subject to the terms of the Issuer's Third Amended and Restated 2004 Omnibus Incentive Compensation Plan and the applicable grant agreement. RSUs are settled in cash or common stock, in the discretion of the Compensation Committee, upon the earlier of the 10th anniversary of the grant date (or 10th anniversary of the first vesting date for RSUs granted in 2016-2018), or termination of service. |
| Footnote - F3: The RSUs were received by reporting person for no consideration. |
| Owner Signature: |
| Signature Name: /s/ Mary Louise Malanoski |
| Signature Date: 3/1/24 |
