Sec Form 4 Filing - SMITH ROBERT H @ VORNADO REALTY TRUST - 2009-12-14

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 SMITH ROBERT H 2. Issuer Name and Ticker or Trading Symbol VORNADO REALTY TRUST [ VNO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2345 CRYSTAL DRIVE, SUITE 1000 3. Date of Earliest Transaction (MM/DD/YY) 12/14/2009 (Street) ARLINGTON, VA22202 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 Shares 12/14/2009 A( 1 ) 3 A $ 0 1,750 ( 2 ) D Common Shares 24 I Held by LLC ( 6 )

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 Class A Units ( 4 ) 12/14/2009 A( 3 ) 1,643 ( 5 ) ( 5 ) Common Shares 1,643 ( 4 ) 419,109 D Class A Units ( 4 ) 12/14/2009 A( 3 ) 1 ( 5 ) ( 5 ) Common Shares 1 ( 4 ) 479 I Held by LLC ( 7 ) Class A Units ( 4 ) 12/14/2009 A( 3 ) 388 ( 5 ) ( 5 ) Common Shares 388 ( 4 ) 99,377 I Held by LLC ( 8 ) Class A Units ( 4 ) 12/14/2009 A( 3 ) 4,053 ( 5 ) ( 5 ) Common Shares 4,053 ( 4 ) 1,036,364 I Held by LLC ( 9 ) Class A Units ( 4 ) 12/14/2009 A( 3 ) 390 ( 5 ) ( 5 ) Common Shares 390 ( 4 ) 99,734 I Held by Spouse ( 10 ) Class A Units ( 4 ) 12/14/2009 A( 3 ) 21 ( 5 ) ( 5 ) Common Shares 21 ( 4 ) 5,536 I Held by LP ( 11 ) Class A Units ( 4 ) 12/14/2009 A( 3 ) 141 ( 5 ) ( 5 ) Common Shares 141 ( 4 ) 36,069 I Held by LP ( 12 ) Class A Units ( 4 ) 12/14/2009 A( 3 ) 113 ( 3 ) ( 5 ) ( 5 ) Common Shares 113 ( 4 ) 28,988 I Held by LLC ( 13 ) Class A Units ( 4 ) 12/14/2009 A( 3 ) 467 ( 5 ) ( 5 ) Common Shares 467 ( 4 ) 119,526 I Held by LP ( 14 ) Class A Units ( 4 ) 12/14/2009 A( 3 ) 767 ( 5 ) ( 5 ) Common Shares 767 ( 4 ) 196,289 I Held by Trust ( 15 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SMITH ROBERT H 2345 CRYSTAL DRIVE SUITE 1000 ARLINGTON, VA22202 X Signatures /s/ Alan Rice, Attorney in Fact 12/16/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These Common Shares were acquired in connection with the regular quarterly dividend paid by Vornado Realty Trust on December 14, 2009 in the form of cash and Common Shares of Vornado Realty Trust to all holders of Vornado Realty Trust Common Shares. ( 2 )650 of these Common Shares were issued as restricted stock and remain unvested under the terms of the Vornado Realty Trust Omnibus Share Plan, with each original grant vesting in equal portions over a five year period. These 650 Common Shares vest in January of 2010. ( 3 )The Class A Units ("Class A Units") of Vornado Realty L.P. were acquired in connection with the regular quarterly distribution paid pro rata on December 14, 2009 by Vornado Realty L.P. to holders of Limited Partnership Units in the form of cash and Class A Units. ( 4 )Class A Units may be redeemed at the election of the holder, in whole or in part for cash equal to the fair market value, at the time of redemption, of one Common Share for each Class A Unit redeemed or, at the option of Vornado Realty Trust, one such Common Share for each Class A Unit tendered for redemption. ( 5 )All Class A Units distributed on December 14, 2009 are immediately redeemable (subject to certain limitations set forth in the Vornado Realty L.P.'s limited partnership agreement). Class A Units have no expiration date. ( 6 )These securities are held by RCS-DBS I LLC, of which Mr. Smith is a member. Mr. Smith disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. ( 7 )These securities are held by RCS-DBS II LLC, of which Mr. Smith is a member. Mr. Smith disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. ( 8 )These securities are held by RCS-II LLC, of which Mr. Smith is a member. Mr. Smith disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. ( 9 )These securities are held by RCS- I LLC, of which Mr. Smith is a member. Mr. Smith disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. ( 10 )These Common Shares are held by Mr. Smith's spouse. The filing of this Form 4 shall not be deemed an admission that Mr. Smith is the beneficial owner of these Class A Units. ( 11 )These securities are held by MC Associates L.P., of which Mr. Smith's spouse is the general partner. Mr. Smith disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. ( 12 )These securities are held by 1730 M Street Associates L.P., of which Mr. Smith is a partner. Mr. Smith disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. ( 13 )These securities are held by RCS-MS II LLC, of which Mr. Smith is a member. Mr. Smith's spouse is the general partner of the entity that controls RCS-MS II LLC. Mr. Smith disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. ( 14 )These securities are held by MCII Associates L.P., of which Mr. Smith's spouse is the general partner. Mr. Smith disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. ( 15 )These securities are held by the Michelle Smith 1997 Trust, of which Mr. Smith's spouse is the sole trustee. Mr. Smith disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest.

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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