<PAGE>
FORM 4 OMB APPROVAL
OMB Number: 3235-0287
[X] Check this box if no longer Expires: September 30, 1998
subject to Section 16. Form 4 or Estimated average burden
Form 5 obligations may hours per response...0.5
continue.
See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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(f) of the Investment Company Act of 1940
(Print or Type Responses)
1. Name and Address of Reporting Person*
Platt Russell C.
(Last) (First) (Middle)
630 Fifth Avenue
(Street)
New York New York 10111
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Tower Realty Trust, Inc. (TOW)
3. IRS or Social Security
Number of Reporting
Person (Voluntary)
4. Statement for
Month/Year
January 1999
5. If Amendment
Date of Original
(Month/Year)
6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
------ ------
Officer (give Other (specify
------ title below) ------ below)
---------------------------------
7. Individual or Joint/Group Filing (Check Applicable
Line)
X Form filed by One Reporting Person
---
Form filed by More than One Reporting Person
---
<TABLE>
Table I -- Non-Derivative Securities Acquired, Disposed of
or Beneficially Owned
<CAPTION>
1. Title of Security (Instr. 3) 2. Trans- 3. Trans- 4. Securities Acquired (A) 5. Amount of 6. Owner- 7. Nature
action action or Disposed of (D) Securities ship of
Date Code (Instr. 3, 4 and 5) Beneficially Form: Indirect
(Instr. 8) Owned at Direct Bene-
End of Month (D) or ficial
(Month/ (Instr. 3 Indirect Owner-
Day/ (A or and 4) (I) ship
Year) Code V Amount (D) Price (Instr. 4) (Instr.4)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction
4(b)(v).
<PAGE>
FORM 4 (continued)Table II--Derivative Securities Acquired, Disposed of, or
Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
<TABLE>
<CAPTION>
1. Title of 2. Conversion or 3. Transaction Date 4. Transaction 5. Number of 6. Date Exercisable and
Derivative Exercise Price (Month/Day/Year) Code Derivative Expiration Date
Security of Derivative (Instr. 8) Securities (Month/Day/Year)
(Instr. 3) Security Acquired (A)
or Disposed of
(D) (Instr. 3,
4 and 5)
Date Expiration
Code V (A) (D) Exercisable Date
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<S> <C> <C> <C> <C> <C> <C> <C> <C>
Options to purchase common $26.00 January 11, 1999 D V 20,000 (1) 3/30/08
shares par value $0.01
per share
1. Title of 7. Title and Amount of 8. Price of 9. Number of 10. Ownership 11. Nature of
Derivative Underlying Securities Derivative derivative Form of Indirect
Security (Instr. 3 and 4) Security Securities Derivative Beneficial
(Instr. 3) (Instr. 5) Beneficially Security: Ownership
Amount Owned at End Direct (D) (Instr. 4)
or of Month or Indirect
Number (Instr. 4) (I)
of (Instr. 4)
Title Shares
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Options to purchase common Common shares, par 20,000 -0- (2)
shares par value $0.01 value $0.01 per share
per share
</TABLE>
Explanation of Responses:
(1) Options vested and became exercisable in five equal installments of 4000
shares each beginning on March 30, 1999.
(2) The reporting person resigned as a director of Tower Realty Trust, Inc. as
of January 11, 1999, resulting in the forfeiture of options to purchase
20,000 shares of common stock previously reported as beneficially owned by
the reporting person.
** Intentional misstatements or omissions of facts constitute
Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays
a currently valid OMB Number.
By: /s/Russell C. Platt 2/10/99
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**Signature of Reporting Person Date
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SEC 1474 (7-96)
