Sec Form 4/A Filing - MACNOW JOSEPH @ VORNADO REALTY TRUST - 2019-01-14

FORM 4/A 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 MACNOW JOSEPH 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) EVP - Finance, Chief Admin. Of (Last) (First) (Middle) 210 ROUTE 4 EAST 3. Date of Earliest Transaction (MM/DD/YY) 01/14/2019 (Street) PARAMUS, NJ07652 4. If Amendment, Date Original Filed (MM/DD/YY) 01/16/2019 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 ) ( 1 ) 01/14/2019 A 16,308 ( 2 ) ( 2 ) Common Shares 16,308 ( 1 ) 16,308 D Restricted Units ( 1 ) ( 1 ) 01/14/2019 A 19,386 ( 3 ) ( 3 ) Common Shares 19,386 ( 1 ) 19,386 D AO RUs ( 4 ) ( 4 ) 01/14/2019 A 56,472 ( 5 ) 01/14/2029 Common Shares 56,472 ( 4 ) 56,472 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MACNOW JOSEPH 210 ROUTE 4 EAST PARAMUS, NJ07652 EVP - Finance, Chief Admin. Of Signatures /s/ Steven Santora, Attorney in Fact 01/23/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. This grant was previously reported on January 16, 2019. ( 2 )The Restricted Units vest in equal portions over a four-year period with the initial vesting occurring on January 10, 2020. ( 3 )The Restricted Units vest immediately on January 14, 2019. The reporting person's Form 4 filed on January 16, 2019 previously listed these Units as vesting in equal portions over a four year period with the initial vesting occurring on January 10, 2020. ( 4 )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. This grant was previously reported on January 16, 2019. ( 5 )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. The reporting person's Form 4 filed on January 16, 2019 inadvertently omitted a portion of this footnote.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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