VORNADO REALTY TRUST — Director's Dealing 2012

Mar 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VORNADO REALTY TRUST (VNO)
CIK: 0000899689
Period of Report: 2012-03-12

Reporting Person: FASCITELLI MICHAEL D (Director, President & CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-12	Restricted Units	$	M	14914	Disposed		Common Shares (14914)	Direct
2012-03-12	Restricted Units	$	M	37887	Disposed		Common Shares (37887)	Direct
2012-03-12	Class A Units	$	M	52801	Acquired		Common Shares (52801)	Direct

Footnotes

F1: On February 27, 2009 the reporting person received a grant of restricted units (the "Restricted Units") of Vornado Realty L.P. the "Operating Partnership"), the operating partnership of the Company. These Restricted Units are being converted into Class A Units on a one for one basis pursuant to their terms.

F2: These Restricted Units vest in equal portions over a five-year period. The initial vesting occured on March 1, 2010.

F3: On March 11, 2010 the reporting person received a grant of Restricted Units of the Operating Partnership. These Restricted Units are being converted into Class A Units on a one for one basis pursaunt to their terms.

F4: These Restricted Units vest in equal portions over a four-year period. The initial vesting occured on February 28, 2011.

F5: Class A Units 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.

F6: These Class A Units are immediately redeemable (subject to certain limitations set forth in the Operating Partnership limited partnership agreement). Class A Units do not have expiration dates.