<PAGE>
- -------- U.S. SECURITIES AND EXCHANGE COMMISSION
FORM 4 Washington, D.C. 20549
- -------- STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
/ / Check this box if no
longer subject to Section
16. Form 4 or Form 5 Filed pursuant to Section 16(a) of the Securities
obligations may continue. and Exchange Act of 1934, Section 17(a) of the
See Instruction 1(B). Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act
of 1940
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1. Name and Address 2. Issuer Name and Ticker 6. Relationship of Reporting
of Reporting or Trading Symbol Person(s) to Issuer
<S> <C> <C>
(Check all applicable)
Mack William L. Mack-Cali Realty Corporation (CLI) ____X___ Director _______ 10% Owner
- -------------------------------------------------------------------------- ________ Officer (give title _______ Other (specify
(Last) (First) (Middle) 3. IRS or Social Secu- 4. Statement for below) below)
rity Number of Month/Year
c/o Mack-Cali Realty Corporation Reporting Person
11 Commerce Drive (Voluntary) 3/99
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(Street) 5. If Amendment, 7. Individual or Joint/Group Filing (Check Applicable
Date of Line)
Original
(Month/Year) __X__ Form filed by One Reporting Person
Cranford, New Jersey 07016 _____ Form filed by More than One Reporting Person
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(City) (State) (Zip)
TABLE I - NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
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1. Title of Security 2. Transaction Date 3. Transaction 4. Securities Acquired 5. Amount of 6. Ownership 7. Nature
(Instr. 3) (Month/Day/Year) Code (A) or Disposed of (D) Securities Form: of Indi-
(Instr. 8) (Instr. 3, 4 and 5) Beneficially Direct (D) rect
Owned at or Bene-
End of Indirect ficial
Month (I) Owner-
(Instr. 3 (Instr. 4) ship
--------------------------------------------- and 4) (Instr. 4)
Code V Amount (A) or Price
(D)
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</TABLE>
* If the form is filed by more than one reporting person, SEE Instruction
4(b)(v).
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
(Print or Type Responses)
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<TABLE>
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<S> <C> <C> <C> <C> <C>
1. Title of 2. Conversion or 3. Transaction 4. Transaction 5. Number of 6. Date Exercisable
Derivative Exercise Price Date Code Derivative and Expiration
Security of Derivative (Month/Day (Instr. 8) Securties Date (Month
(Instr. 3) Security /Year) Acquired /Day/Year)
(A) or
Disposed
(D) (Instr. 3,
4, and 5)
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Code V (A) (D) Date Expir
Exer- ation
cisable Date
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Units of 2/1/99 J(1) (1) (1)
Limited
Partnership
Interest (1)
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Units of 3/19/99 J(2) (2) (2)
Limited
Partnership
Interest (2)
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Units of 3/19/99 J(3) (3) (3)
Limited
Partnership
Interest (3)
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Units of 3/19/99 J(3) (3) (3)
Limited
Partnership
Interest (3)
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<CAPTION>
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<S> <C> <C> <C> <C> <C>
1. Title of 7. Title and Amount of 8. Price of 9. Number of 10. Ownership Form 11. Nature of
Derivative Underlying Securities Derivative Derivative of Derivative Indirect
Security (Instr. 3 and 4) Security Securities Security: Beneficial
(Instr. 3) (Instr. 5) Beneficially Direct (D) or Ownership
Owned at End Indirect (I) (Instr. 4)
of Month (Instr. 4)
(Instr. 4)
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Title Amount or
Number of
Shares
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Units of Common (1) 860,721 D
Limited Stock (1)
Partnership
Interest (1)
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Units of Common (2) 860,721 D
Limited Stock (2)
Partnership
Interest (2)
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Units of Common (3) 148,948 I Trust
Limited Stock (3) fbo
Partnership R. Mack
Interest (3) (4)
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Units of Common (3) 148,948 I Trust
Limited Stock (3) fbo
Partnership S. Mack
Interest (3) (4)
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</TABLE>
* If the form is filed by more than one reporting person, SEE Instruction
4(b)(v).
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
(Print or Type Responses)
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Explanation of Responses:
(1) The Units of Limited Partnership Interest ("Units") represent interests in
Mack-Cali Realty, L.P., a Delaware limited partnership, through which Mack-
Cali Realty Corporation conducts its real estate activities. Beginning on
December 11, 1998, the Units are redeemable for cash, based upon the fair
market value of an equivalent number of shares of Common Stock at the time
of such redemption, or, at the election of the Company, shares of Common
Stock on a one-for-one basis. Prior to February 1, 1999, 68,168 of the
reporting person's 860,721 Units beneficially owned at that time were
contingent and convertible, in whole or in part, into ordinary Units upon
the satisfaction by December 11, 1999 of certain conditions relating to
certain properties owned by Mack-Cali Realty Corporation. Until such
conversion, the contingent Units shall not be entitled to any rights
associated with the ordinary Units. As of February 1, 1999, the conditions
had been satisfied for the conversion of 50,400 of the reporting person's
contingent Units into ordinary Units, and accordingly, 17,768 of the
reporting persons Units remained contingent.
(2) The Units represent interests in Mack-Cali Realty, L.P., a Delaware limited
partnership, through which Mack- Cali Realty Corporation conducts its real
estate activities. Beginning on December 11, 1998, the Units are redeemable
for cash, based upon the fair market value of an equivalent number of
shares of Common Stock at the time of such redemption, or, at the election
of the Company, shares of Common Stock on a one-for-one basis. Prior to
March 19, 1999, 17,768 of the reporting person's 860,721 Units beneficially
owned at that time were contingent and convertible, in whole or in part,
into ordinary Units upon the satisfaction by December 11, 1999 of certain
conditions relating to certain properties owned by Mack-Cali Realty
Corporation. Until such conversion, the contingent Units shall not be
entitled to any rights associated with the ordinary Units. As of March 19,
1999, the conditions had been satisfied for the conversion of 1,107 of the
reporting person's contingent Units into ordinary Units, and accordingly,
16,661 of the reporting persons Units remained contingent.
(3) The Units represent interests in Mack-Cali Realty, L.P., a Delaware limited
partnership, through which Mack- Cali Realty Corporation conducts its real
estate activities. Beginning on December 11, 1998, the Units are redeemable
for cash, based upon the fair market value of an equivalent number of
shares of Common Stock at the time of such redemption, or, at the election
of the Company, shares of Common Stock on a one-for-one basis. Prior to
March 19, 1999, 750 of the reporting person's 148,948 Units held in a trust
for the benefit of the reporting person's adult son at that time were
contingent and convertible, in whole or in part, into ordinary Units upon
the satisfaction by December 11, 1999 of certain conditions relating to
certain properties owned by Mack-Cali Realty Corporation. Until such
conversion, the contingent Units shall not be entitled to any rights
associated with the ordinary Units. As of March 19, 1999, the conditions
had been satisfied for the conversion of 191 of the reporting person's
contingent Units into ordinary Units, and accordingly, 559 of such 148,948
Units remained contingent.
(4) These securities are held in a trust, of which the reporting person's wife
is the trustee, for the benefit of the reporting person's adult son who
does not share a household with the reporting person. The securities were
acquired by the trust upon the satisfaction of certain conditions relating
to the certain properties owned by Mack-Cali Realty Corporation. The
reporting person disclaims beneficial ownership of these securities, and
this report shall not be deemed an admission that the reporting person is
the beneficial owner of such securities for purposes of Section 16 or for
any other purpose.
* If the form is filed by more than one reporting person, SEE Instruction
4(b)(v).
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
(Print or Type Responses)
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** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations.
SEE 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
/s/ William L. Mack 5/10/99
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** Signature of Reporting Person Date
* If the form is filed by more than one reporting person, SEE Instruction
4(b)(v).
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
(Print or Type Responses)
