VORNADO REALTY TRUST — Director's Dealing 2013

Apr 19, 2013

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: VORNADO REALTY TRUST (VNO)
CIK: 0000899689
Period of Report: 2013-04-12

Reporting Person: MINUTOLI ROBERT (EVP - Retail)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	1035	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class A Units	$		Common Shares (211)		Direct
Options (Right to Buy)	$90.4906	2021-02-28	Common Shares (1966)		Direct
Restricted Units	$		Common Shares (211)		Direct
Restricted Units	$		Common Shares (1191)		Direct
Restricted Units	$		Common Shares (1204)		Direct

Footnotes

F1: 259 of these Common Shares were isssued as restricted stock and remain unvested under the terms of the Vornado Realty Trust Omnibus Share Plan, with each original grant vesting in equal portions over a four year period. These 259 Common Shares vest in February of 2014.

F2: 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.

F3: 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.

F4: These options vest ratably over a four-year period. 982 of these options are vested, 492 will vest in February of 2014 and 492 will vest in February of 2015.

F5: On February 28, 2011, 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. 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.

F6: The remaining unvested Restricted Units vest in equal portions over a two-year period with the initial vesting occurring on February 27, 2014.

F7: On March 30, 2012, 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. 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.

F8: 298 of these units are vested. The remaining unvested Restricted Units vest in equal portions over a three-year period with the initial vesting occurring on February 27, 2014.

F9: On March 15, 2013, 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. 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.

F10: These Restricted Units vest in equal portions over a four-year period with hte inital vesting occurring on February 27, 2014.