Sec Form 4 Filing - SCHEAR MITCHELL N @ VORNADO REALTY TRUST - 2017-04-03

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 SCHEAR MITCHELL N 2. Issuer Name and Ticker or Trading Symbol VORNADO REALTY TRUST [ VNO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President - VNO/Smith Division (Last) (First) (Middle) 2345 CRYSTAL DRIVE, SUITE 1100 3. Date of Earliest Transaction (MM/DD/YY) 04/03/2017 (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

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 Restricted Units ( 1 ) 04/03/2017 M 4,991 ( 2 ) ( 2 ) Common Shares 4,991 ( 1 ) 0 D Restricted Units ( 3 ) 04/03/2017 M 4,845 ( 4 ) ( 4 ) Common Shares 4,845 ( 3 ) 4,845 D LTIP Units ( 5 ) 04/03/2017 M 5,655 ( 5 )( 6 ) ( 5 ) Common Shares 5,655 ( 5 ) 0 D LTIP Units ( 5 ) 04/03/2017 M 4,935 ( 5 )( 7 ) ( 5 ) Common Shares 4,935 ( 5 ) 4,935 D LTIP Units ( 5 ) 04/03/2017 M 10,419 ( 5 )( 8 ) ( 5 ) Common Shares 10,419 ( 5 ) 13,780 D Class A Units ( 9 ) 04/03/2017 M 30,845 ( 10 ) ( 10 ) Common Shares 30,845 ( 10 ) 71,807 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SCHEAR MITCHELL N 2345 CRYSTAL DRIVE SUITE 1100 ARLINGTON, VA22202 President - VNO/Smith Division Signatures /s/ Mitchell Schear 04/04/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 15, 2013, the reporting person received a grant of restricted units (the "Restricted Units") of Vornado Realty L.P. (the "Operating Partnership"), the operating partnership of the Issuer. These Restricted Units are being converted into Class A Units of the Operating Partnership ("Class A Units") on a one for one basis pursuant to their terms. Class A Units are redeemable (subject to certain limitations set forth in the Operating Partnership limited partnership agreement) by the holder for cash or, at the issuer's election, Common Shares of the Issuer on a one for one basis or the cash value of such shares. ( 2 )These Restricted Units vested in equal portions over a four-year period. The initial vesting occurred on February 27, 2014. ( 3 )On January 10, 2014, the reporting person received a grant of Restricted Units of the Operating Partnership. These Restricted Units are being converted into Class A Units on a one for one basis pursuant to their terms. ( 4 )These Restricted Units vested in equal portions over a four-year period. The initial vesting occurred on January 10, 2015. ( 5 )The LTIP Units are a class of units of the Operating Partnership conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes. The LTIP Units are convertible by the reporting person, upon vesting, into an equivalent number of Class A Units of the Operating Partnership, which are redeemable (subject to certain limitations set forth in the Operating Partnership limited partnership agreement), by the holder for Common Shares of the Issuer on a one-for-one basis or the cash value of such shares, at the Issuer's option. The rights to convert LTIP Units into Class A Units and redeem Class A Units do not have expiration dates. ( 6 )Earned LTIP Units vested one-third on each of March 30, 2015, 2016 and 2017. ( 7 )Earned LTIP Units will vest one-third on each of March 15, 2016, 2017 and 2018 ( 8 )Other than 3,529, LTIP Units to be issued to the reporting person under the Plan based upon a dividend accrual, earned LTIP Units will vest one-third on each of January 10, 2017, 2018 and 2019. ( 9 )Class A Units are redeemable (subject to certain limitations set forth in the Operating Partnership limited partnership agreement) by the holder for cash or, at the issuer's election, Common Sharesof the issuer on a one for one basis or the cash value of such shares. ( 10 )These Class A Units are immediately redeemable (subject to certain limitations set forth in the Operating Partnership limited partnership agreement) by the holder for cash or, at the issuer'selection, Common Shares of the Issuer on a one for one basis or the cash value of such shares. Class A Units do not have expiration dates.

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