Sec Form 4 Filing - GREENBAUM DAVID R @ VORNADO REALTY TRUST - 2019-01-11

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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
GREENBAUM DAVID R
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 - NY Office Division
(Last) (First) (Middle)
888 SEVENTH AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
01/11/2019
(Street)
NEW YORK, NY10019
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 01/11/2019 G( 10 ) 150,000 D $ 0 43,577 ( 1 ) D
Common Shares 150,000 ( 1 ) I Held by LLC ( 10 )
Common Shares 39,030 ( 1 ) I Held by trust ( 2 )
Common Shares 14,930 ( 1 ) I Held by trust ( 2 )
Common Shares 30,700 ( 1 ) I Held by trust
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 ( 3 ) ( 4 ) ( 4 ) Common Shares 120,103 ( 5 ) 120,103 D
Class A Units ( 3 ) ( 4 ) ( 4 ) Common Shares 200,000 200,000 I Held by a grantor retained annuity trust ( 6 )
Class A Units ( 3 ) ( 4 ) ( 4 ) Common Shares 49,817 49,817 I Held by LLC ( 7 )
Class A Units ( 3 ) ( 4 ) ( 4 ) Common Shares 1,520 1,520 I Held by Trust ( 8 )
Class A Units ( 3 ) ( 4 ) ( 4 ) Common Shares 1,520 1,520 I Held by Trust ( 2 )
Class A Units ( 3 ) ( 4 ) ( 4 ) Common Shares 12,948 12,948 I Held by Spouse ( 9 )
Restricted Units ( 11 ) ( 11 ) 01/14/2019 A 53,076 ( 12 ) ( 12 ) Common Shares 53,076 ( 11 ) 53,076 D
Restricted Units ( 11 ) ( 11 ) 01/14/2019 A 12,407 ( 13 ) ( 13 ) Common Shares 12,407 ( 11 ) 12,407 D
AO RUs ( 14 ) ( 14 ) 01/14/2019 A 87,127 ( 15 ) 01/14/2029 Common Shares 87,127 ( 14 ) 87,127 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GREENBAUM DAVID R
888 SEVENTH AVENUE
NEW YORK, NY10019
President - NY Office Division
Signatures
/s/ Steven Santora, Attorney in Fact 01/16/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Common shares of beneficial interest, par value $.04 per share (the "Common Shares"), of Vornado Realty Trust (the "Company").
( 2 )These Common Shares are held by a trust of which the reporting person is not a trustee, Mr. Greenbaum disclaims beneficial ownership of these Common Shares.
( 3 )Class A Units ("Class A Units") of Vornado Realty L.P. (the "Operating Partnership"), are redeemable (subject to certain limitations set forth in the Operating Partnership limited partnership agreement) by the holder for cash or, at the Company's election, Common Shares of the issuer on a one for one basis or the cash value of such shares.
( 4 )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.
( 5 )The decline of 100,000 Class A Units directly held since Mr. Greenbaum's immediately preceding Form 4 filing is attributable to contributions to a grantor retained annuity trust.
( 6 )These Class A Units are held in grantor retained annuity trust. The filing of this Form 4 shall not be deemed an admission that Mr. Greenbaum is the beneficial owner of these Class A Units. 100,000 Class A Units were previously reported as directly beneficially owned.
( 7 )These Class A Units are held by DL Investments LLC, an entity in which Mr. Greenbaum and his spouse own 100%. Mr. Greenbaum disclaims beneficial ownership of these units except to the extent of his pecuniary interest.
( 8 )These Class A Units are held by a trust of which the reporting person is not a trustee, Mr. Greenbaum disclaims beneficial ownership of these Class A Units.
( 9 )These Class A Units are owned by Mr. Greenbaum's spouse (both directly and indirectly). Mr. Greenbaum disclaims beneficial ownership of these units except to the extent of his pecuniary interest.
( 10 )Reflects contribution of Common Shares to an LLC that is 100% owned by a trust of which the reporting person is not a trustee.
( 11 )On January 14, 2019, the reporting person received a grant of restricted units (the "Restricted Units") of Vornado Realty L.P. (the "Operating Partnership"), the operating partnership of Vornado Realty Trust (the "Company" or "VNO"). The Restricted Units are a class of units of the Operating Partnership that following the occurrence of certain events and upon vesting are convertible by the holder into an equivalent number of Class A Units of the Operating Partnership ("Class A Units"). Class A Units of the Operating Partnership are redeemable by the holder for cash or, at the Company's election, common shares of the Company on a one-for-one basis or the cash value of such shares.
( 12 )The Restricted Units vest in equal portions over a four-year period with the initial vesting occurring on January 10, 2020.
( 13 )The Restricted Units vest ratably throughout 2019, subject to the continued employment of the reporting person during the vesting period.
( 14 )On January 14, 2019, the reporting person received a grant of appreciation only restricted units (the "AO RUs") of the Operating Partnership. The AO RUs are a class of units of the Operating Partnership that, following the occurrence of certain events and upon vesting, are convertible by the holder into an equivalent number of Class A Units determined by reference to the increase in the value of a VNO common share at the time of conversion over the value of a VNO common share at the time of grant. Class A Units of the Operating Partnership are redeemable by the holder for cash or, at the Company's election, common shares of the Company on a one-for-one basis or the cash value of such shares.
( 15 )The AO RUs vest in equal portions over a four-year period with the initial vesting occurring on January 10, 2020; provided, however, that if VNO common shares do not trade on the principal exchange on which the common shares are listed for 20 consecutive trading days during the four-year period commencing on the grant date of the AO RUs at a price that is at least 110% of value of a VNO common share on the date of grant of the AO RUs then the AO RUs will have lapsed and have no value. The right to convert the AO RUs into Class A units has a maximum term of 10 years. The right to redeem Class A Units does not have an expiration date.

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