VORNADO REALTY TRUST — Director's Dealing 2015

May 26, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VORNADO REALTY TRUST (VNO)
CIK: 0000899689
Period of Report: 2015-05-21

Reporting Person: ROTH STEVEN (Director, Chairman & CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-21	Restricted Units	$	M	34340	Disposed		Common Shares (34340)	Direct
2015-05-21	Restricted Units	$	M	12061	Disposed		Common Shares (12061)	Direct
2015-05-21	Restricted Units	$	M	12348	Disposed		Common Shares (12348)	Direct
2015-05-21	Restricted Units	$	M	23757	Disposed		Common Shares (23757)	Direct
2015-05-21	LTIP Unit	$	M	43825	Disposed		Common Shares (43825)	Direct
2015-05-21	LTIP Units	$	M	4705	Disposed		Common Share (4705)	Direct
2015-05-21	Class A Units	$	M	131036	Acquired		Common Shares (131036)	Direct

Footnotes

F1: On March 7, 2007, 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 Issuer. These 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. Class A Units are redeemable (subject to certain limitations set forth in the Operating Partnership limited partnership agreement) by the holder for cash or, at the issuer's election, Common Shares of the Issuer on a one for one basis or the cash value of such shares.

F2: These Restricted Units vested in equal portions over a five-year period. The initial vesting occurred on March 7, 2008.

F3: On February 28, 2011 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 pursuant to their terms.

F4: These Restricted Units vested in equal portions over a four-year period. The initial vesting occurred on February 27, 2012.

F5: On March 30, 2012 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 pursuant to their terms.

F6: These Restricted Units vest in equal portions over a four-year period. The initial vesting occurred on February 27, 2013.

F7: On March 15, 2013 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 basispursuant to their terms.

F8: These Restricted Units vest in equal portions over a four-year period. The initial vesting occurred on February 27, 2014.

F9: The LTIP Units are a class of units of the Operating Partnership conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes. The LTIP Units are convertible by the reporting person, upon vesting, into an equivalent number of Class A Units of the Operating Partnership, which are redeemable (subject to certain limitations set forth in the Operating Partnership limited partnership agreement), by the holder for Common Shares of the Issuer on a one-for-one basis or the cash value of such shares, at the Issuer's option. The rights to convert LTIP Units into Class A Units and redeem Class A Units do not have expiration dates.

F10: Other than 12,723, LTIP Units to be issued to the reporting person under the Plan based upon a dividend accrual, earned LTIP Units will vest one-third on each of March 30, 2015, 2016 and 2017.

F11: Other than 4,705, LTIP Units to be issued to the reporting person under the Plan based upon a dividend accrual, earned LTIP Units will vest one-third on each of March 15, 2016, 2017 and 2018.

F12: Class A Units are redeemable (subject to certain limitations set forth in the Operating Partnership limited partnership agreement) by the holder for cash or, at the issuer's election, Common Shares of the issuer on a one for one basis or the cash value of such shares.

F13: 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's election, 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.

F14: On January 15, 2015, Vornado Realty Trust ("Vornado") completed the spin-off of Urban Edge Properties ("UEP"), with each holder of outstanding Class A Units of the Issuer receiving onecommon share of UEP for every two Class A Units. At the same time, pursuant to anti-dilution provisions of Vornado's 2010 Omnibus Share Plan, holders of unvested Restricted Units and LTIP Units received an additional .1059456 Unit for each unvested Unit owned as of the record date for the distribution.