VORNADO REALTY TRUST — Director's Dealing 2012

Apr 30, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VORNADO REALTY TRUST (VNO)
CIK: 0000899689
Period of Report: 2012-04-26

Reporting Person: ROTH STEVEN (Director, Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-26	Common Shares	J	236000	—	Acquired	2474005	Direct
2012-04-30	Common Shares	P	236000	—	Acquired	2710005	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	252928	Indirect
Common Shares	5603548	Indirect
Common Shares	3873	Indirect
Common Shares	37299	Indirect

Footnotes

F1: These common shares of beneficial interest, par value $0.04 per share (the "Common Shares"), of Vornado Realty Trust (the "Company") were received as payment for a preexisting debt owed to Mr. Roth.

F2: Of these Common Shares, 3,424 are subject to restrictions on transfer imposed by the Company that expire on March 31, 2013.

F3: Privately negotiated acquisition of Common Shares for cash.

F4: These Common Shares are held in grantor retained annuity trusts. The filing of this Form 4 shall not be deemed an admission that Mr. Roth is the beneficial owner of the Common Shares.

F5: These Common Shares are held by Interstate Properties, a New Jersey general partnership of which Mr. Roth is the managing general partner. The filing of this Form 4 shall not be deemed an admission that Mr. Roth is the beneficial owner of these 5,603,548 Common Shares, except to the extent of his pecuniary interest.

F6: These Common Shares are held by the Daryl and Steven Roth Foundation, a charitable foundation, over which Mr. Roth holds sole voting and investment power. Mr. Roth disclaims any pecuniary interest in these Common Shares.

F7: These Common Shares are held by Mr. Roth's spouse. The filing of this Form 4 shall not be deemed an admission that Mr. Roth is the beneficial owner of the Common Shares.