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: MACNOW JOSEPH (EVP - Finance, Chief Admin. Of)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-05	Common Shares	G	380	—	Disposed	5078	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-04	Restricted Units	$	M	3294	Disposed		Common Shares (3294)	Direct
2016-05-04	Restricted Units	$	M	4158	Disposed		Common Shares (4158)	Direct
2016-05-04	Restricted Units	$	M	8326	Disposed		Common Shares (8326)	Direct
2016-05-04	LTIP Unit	$	M	5655	Disposed		Common Shares (5655)	Direct
2016-05-04	LTIP Units	$	M	6543	Disposed		Common Shares (6543)	Direct
2016-05-04	Class A Units	$	M	27976	Acquired		Common Shares (27976)	Direct

Footnotes

F1: These Common Shares were a gift.

F2: These Common Shares are held by Mr. Macnow's spouse. The filing of this Form 4 shall not be deemed an admission that Mr. Macnow is the beneficial owner of the Common Shares.

F3: 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 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.

F4: These Restricted Units vested in equal portions over a four-year period. The initial vesting occurred on February 27, 2013.

F5: 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 basis pursuant to their terms.

F6: These Restricted Units vested in equal portions over a four-year period. The initial vesting occurred on February 27, 2014.

F7: On January 10, 2014, 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.

F8: These Restricted Units vest in equal portions over a four-year period. The initial vesting occurred on January 10, 2015.

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: Earned LTIP Units will vest one-third on each of March 30, 2015, 2016 and 2017.

F11: Other than 1,609, 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.