Sec Form 4 Filing - GREENBAUM DAVID R @ VORNADO REALTY TRUST - 2020-01-13

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) 01/13/2020 (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 43,577 ( 1 ) D Common Shares 150,000 ( 1 ) I Held by LLC 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 225,754 ( 5 ) 225,754 D Class A Units ( 3 ) ( 4 ) ( 4 ) Common Shares 114,136 114,136 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 ( 8 ) Class A Units ( 3 ) ( 4 ) ( 4 ) Common Shares 12,948 12,948 I Held by Spouse ( 9 ) Restricted Units ( 10 ) ( 10 ) 01/13/2020 A 26,922 ( 11 ) ( 11 ) Common Shares 26,922 ( 10 ) 26,922 D Restricted Units ( 10 ) ( 10 ) 01/13/2020 A 11,966 ( 12 ) ( 12 ) Common Shares 11,966 ( 10 ) 11,966 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 01/15/2020 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 increase of 85,864 Class A Units directly held since Mr. Greenbaum's immediately preceding Form 4 filing is attributable to distributions from 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. 200,000 Class A Units were previously reported as directly beneficially owned. The decrease of 85,864 Class A Units directly held since Mr. Greenbaum's immediately preceding Form 4 filing is attributable to distributions from the grantor retained annuity trust. ( 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 )On January 13, 2020, 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. ( 11 )The Restricted Units vest immediately. ( 12 )The Restricted Units vest ratably throughout 2020, subject to the continued employment of the reporting person during the vesting period.

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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