Sec Form 4 Filing - Rudin Mitchell E. @ MACK CALI REALTY CORP - 2018-06-05

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 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(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Rudin Mitchell E. 2. Issuer Name and Ticker or Trading Symbol MACK CALI REALTY CORP [ CLI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Vice Chairman (Last) (First) (Middle) C/O MACK-CALI REALTY CORPORATION, HARBORSIDE 3, 210 HUDSON ST., STE. 400 3. Date of Earliest Transaction (MM/DD/YY) 06/05/2018 (Street) JERSEY CITY, NJ07311 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock 06/05/2018 M( 1 ) 61,471.95 A $ 0 ( 1 ) 75,067.21 D Common Stock 06/05/2018 D( 3 ) 1.21 D $ 23.78 ( 3 ) 75,066 D Common Stock 06/05/2018 F( 4 ) 29,679 D $ 0 ( 4 ) 45,387 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Performance Stock Units $ 0 ( 1 ) 06/05/2018 M( 1 ) 61,471.95 06/05/2018 06/05/2018 Common Stock 61,471.95 $ 0 ( 1 ) 0 ( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rudin Mitchell E. C/O MACK-CALI REALTY CORPORATION HARBORSIDE 3, 210 HUDSON ST., STE. 400 JERSEY CITY, NJ07311 Vice Chairman Signatures /s/ Mitchell E. Rudin 06/07/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On June 5, 2018, 61,471.95 Performance Stock Units vested for the reporting person and were converted to 61,471.95 shares of common stock of Mack-Cali Realty Corporation (the "Company"). ( 2 )Reported amounts exclude the following securities directly beneficially owned by the reporting person: (i) options to purchase 400,000 shares of the Company's common stock, (ii) 118,989 Class A 2016 LTIP Units of Mack-Cali Realty, L.P. (the "Operating Partnership"), (iii) 23,041 Class B 2016 LTIP Units of the Operating Partnership, (iv) 56,138 Class C 2017 LTIP Units of the Operating Partnership, and (v) 9,270 Class D 2017 LTIP Units of the Operating Partnership. Subject to certain vesting conditions, all classes of LTIP Units of the Operating Partnership may be converted to Common Units on a one-for-one basis, which are redeemable for shares of common stock of the Company on a one-for-one basis. ( 3 )In connection with 6,830.26 Restricted Stock Units and 61,471.95 Performance Stock Units that vested for the reporting person on June 5, 2018, $23.78 was paid to the reporting person in respect of the aggregate of 1.21 fractional shares that vested. ( 4 )On June 5, 2018, the reporting person forfeited 29,679 shares of common stock to the Company in payment of withholding taxes due with respect to the vesting of 6,830.26 Restricted Stock Units and 61,471.95 Performance Stock Units that vested on such date.

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).

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