Sec Form 4 Filing - ROTH STEVEN @ VORNADO REALTY TRUST - 2021-07-13

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

Form 4: Statement of changes in beneficial ownership, filed before the end of the 2nd business day following the day on which a transaction resulting in a change in beneficial ownership.

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The following is an SEC EDGAR document rendered as filed.
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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 *
ROTH STEVEN
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
X __ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last)
(First)
(Middle)
888 SEVENTH AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
07/13/2021
(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
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 ) 07/13/2021 M 18,280 ( 1 ) ( 1 ) Common Shares 18,280 ( 1 ) 18,282 D
Restricted Units ( 2 ) 07/13/2021 M 37,273 ( 2 ) ( 2 ) Common Shares 37,273 ( 2 ) 37,274 D
Restricted Units ( 3 ) 07/13/2021 M 27,916 ( 3 ) ( 3 ) Common Shares 27,916 ( 3 ) 0 D
Class A Units ( 4 ) 07/13/2021 M 83,469 ( 4 ) ( 4 ) Common Shares 83,469 ( 4 ) 795,082 ( 5 ) I ( 5 ) LLC
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ROTH STEVEN
888 SEVENTH AVENUE
NEW YORK, NY10019
X Chairman & CEO
Signatures
/s/ Ryan Saum, Attorney in Fact 07/15/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )On March 15, 2018, the reporting person received a grant of Restricted Units of Vornado Realty L.P. (the "Operating Partnership"), vesting in four equal annual installments beginning on March 15, 2019. 18,280 of these vested 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.
( 2 )On January 14, 2019, the reporting person received a grant of Restricted Units of the Operating Partnership, vesting in four equal annual installments beginning on January 10, 2020. 37,273 of these vested Restricted Units are being converted into Class A Units on a one-for-one basis pursuant to their terms.
( 3 )On January 14, 2019, the reporting person received a grant of Restricted Units of the Operating Partnership, which vested immediately upon grant. These 27,916 vested Restricted Units are being converted into Class A Units on a one-for-one basis pursuant to their terms.
( 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 Common Shares of Vornado Realty Trust (the "Issuer") at the election 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 )Following the conversions, these Class A Units were contributed by the reporting person to a limited liability company which is managed and controlled solely by the reporting person and all interests therein are held by the reporting person and his spouse. This transfer was exempt from Section 16, including pursuant to Rule 16a-13 under the Securities Exchange Act of 1934, as amended. The reporting person disclaims beneficial ownership of any Class A Units in which he does not have a 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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