VORNADO REALTY TRUST — Director's Dealing 2016

May 6, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VORNADO REALTY TRUST (VNO)
CIK: 0000899689
Period of Report: 2016-05-04

Reporting Person: Theriot Stephen W. (Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-04	Restricted Units	$	M	1767	Disposed		Common Shares (1767)	Direct
2016-05-04	Class A Units	$	M	1767	Acquired		Common Shares (1767)	Direct

Footnotes

F1: On January 10, 2014 the reporting person received a grant of restricted units (the "Restricted Units") of Vornado Realty L.P. (the "Operating Partnership"), the operating partnership ofthe 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 areredeemable (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 theIssuer on a one for one basis or the cash value of such shares.

F2: These Restricted Units vested in equal portions over a four-year period. The initial vesting occurred on January 10, 2015.

F3: 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, CommonShares of the issuer on a one for one basis or the cash value of such shares.

F4: 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 theissuer'selection, 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.