GPT Gramercy Property Trust (delisted)

As filed with the Securities and Exchange Commission on October 10, 2018

Registration No. 333-219049

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Post-Effective Amendment No. 1

To

Form S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

90 Park Avenue, 32nd Floor, New York, NY 10016

(212) 297-1000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Edward J. Matey Jr.

General Counsel, Secretary and Executive Vice President

Gramercy Property Trust

90 Park Avenue, 32nd Floor, New York, NY 10016

(212) 297-1000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Brian M. Stadler, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

(212) 455-2000

Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were registered but not sold pursuant to this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3 (File No. 333-219049) (the “Registration Statement”) of Gramercy Property Trust, a Maryland real estate investment trust (the “Company”), and GPT Operating Partnership LP, a Delaware limited partnership (the “Partnership”, together with the Company the “Companies”), which was filed with the Securities and Exchange Commission on June 29, 2017.

On October 10, 2018, pursuant to the terms of the Agreement and Plan of Merger, dated as of May 6, 2018, among the Company, BRE Glacier Parent L.P., a Delaware limited partnership, BRE Glacier L.P., a Delaware limited partnership (“Merger Sub I”), BRE Glacier Acquisition L.P. (“Merger Sub II”), a Delaware limited partnership, and the Partnership, the Company merged with and into Merger Sub I, with Merger Sub I continuing as the surviving company (the “Company Merger”) and Merger Sub II merged with and into the Partnership, with the Partnership continuing as the surviving company (the “Partnership Merger”).

As a result of the Company Merger and the Partnership Merger, any and all offerings of securities registered pursuant to the Registration Statement have been terminated.  In accordance with undertakings made by the Companies in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statement that remain unsold at the termination of the offering, Merger Sub I, as successor to the Company, and the Partnership, hereby remove from registration all securities registered under the Registration Statement but unsold as of the date hereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the registrants certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and have duly caused this Post-Effective Amendment No. 1 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on October 10, 2018.

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