On January 6, 2017, Gramercy Property Trust (the Company) and its
operating partnership, GPT Operating Partnership LP, entered into
separate equity distribution agreements with Morgan Stanley Co.
LLC, BNY Mellon Capital Markets, LLC, BTIG, LLC, Capital One
Securities, Inc., Citigroup Global Markets, Inc., Compass Point
Research Trading, LLC, JMP Securities LLC, J.P. Morgan Securities
LLC, Ladenburg Thalmann Co. Inc., Merrill Lynch, Pierce, Fenner
Smith Incorporated, MUFG Securities Americas Inc., RBC Capital
Markets, LLC, Scotia Capital (USA) Inc., Stifel, Nicolaus
Company, Incorporated, SunTrust Robinson Humphrey, Inc., TD
Securities (USA) LLC and Wells Fargo Securities, LLC (each a
sales agent, and collectively, the sales agents). In accordance
with the terms of the equity distribution agreements, the Company
may offer and sell its common shares of beneficial interest, par
value $0.01, having a maximum aggregate offering price of up to
$375,000,000 (the Shares) from time to time through the sales
agents.

Sales of the Shares, if any, may be made in negotiated
transactions or transactions that are deemed to be at the market
offerings as defined in Rule 415 under the Securities Act of
1933, as amended, including sales made directly on the New York
Stock Exchange or sales made to or through a market maker other
than on an exchange. The sales agents are not required,
individually or collectively, to sell any specific number or
dollar amount of Shares, but upon acceptance of a placement
notice from the Company and subject to the terms and conditions
of the applicable equity distribution agreement, each sales
agent, if acting as agent, will use commercially reasonable
efforts consistent with its normal trading and sales practices to
sell Shares on the terms set forth in such placement notice.

Each sales agent will receive from the Company a commission that
will not exceed, but may be lower than, 2.0% of the gross sales
price of all Shares sold through it as sales agent under the
applicable equity distribution agreement. The Company may also
sell some or all of the Shares to a sales agent as principal for
its own account at a price agreed upon at the time of sale.

The Shares will be issued to the Companys Registration Statement
on Form S-3 (No. 333-208717), and a prospectus supplement dated
January 6, 2017, as the same may be amended or supplemented.

The foregoing description of the equity distribution agreements
does not purport to be complete and is qualified in its entirety
by reference to the Form of Equity Distribution Agreement filed
herewith as Exhibit 1.1 and incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to
sell or the solicitation of an offer to buy securities, nor shall
there be any sale of these securities in any state in which such
offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such state.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits