4 1 metro40201rfr.txt JANUARY/2002 - RALPH F. ROSENBERG UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 4 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 [ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). ================================================================================ 1. Name and Address of Reporting Person* Rosenberg, Ralph F. -------------------------------------------------------------------------------- (Last) (First) (Middle) c/o Goldman, Sachs & Co. 85 Broad Street -------------------------------------------------------------------------------- (Street) New York, New York 10004 -------------------------------------------------------------------------------- (City) (State) (Zip) ================================================================================ 2. Issuer Name and Ticker or Trading Symbol Metropolis Realty Trust, Inc. (does not apply) ================================================================================ 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary) ================================================================================ 4. Statement for Month/Year January/2002 ================================================================================ 5. If Amendment, Date of Original (Month/Year) ================================================================================ 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) [ ] Director [ ] 10% Owner [ ] Officer (give title below) [ X ] Other (specify below) Former Director ------------------------------------------- ================================================================================ 7. Individual or Joint/Group Filing (Check Applicable Line) [ X ] Form filed by One Reporting Person [ ] Form filed by More than One Reporting Person ================================================================================

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). FORM 4 (continued)

Explanation of Responses: 01: The Issuer's Annual Meeting of Stockholders for the fiscal year 2001 was held on January 22, 2002 (the "2001 Annual Meeting"). Immediately prior to the commencement of the 2001 Annual Meeting, the classification of the Common Stock into Class A Common Stock and Class B Common Stock terminated. All shares of Class A Common Stock and Class B Common Stock were automatically converted into a single class of Common Stock. 02: The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is an indirect wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The 400 shares of Common Stock were granted to the Reporting Person pursuant to the Metropolis Realty Trust, Inc. 1996 Directors' Stock Plan and transferred to GS Group for no consideration. These shares were granted at the Issuer's 2001 Annual Meeting, held on January 22, 2002. GS Group may be deemed to own beneficially and directly 4,600 shares of Common Stock. WSB Realty, L.L.C. ("WSB") may be deemed to own beneficially and directly 1,122,421 shares of Common Stock. WSB is a subsidiary of Whitehall Street Real Estate Limited Partnership V ("WSR"), a limited partnership affiliated with Goldman Sachs and GS Group. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any. The Reporting Person resigned from the board of directors of Metropolis Realty Trust, Inc., effective December 31, 2001. By: s/ Roger S. Begelman February 11, 2002 --------------------------------------------- ----------------------- **Signature of Reporting Person Date Attorney-in-fact ** 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 provided is insufficient, see Instruction 6 for procedures. Alternatively, this Form is permitted to be submitted to the Commission in electronic format at the option of the reporting person pursuant to Rule 101(b)(4) of Regulation S-T.

METROPOLIS REALTY TRUST INC 4