VORNADO REALTY TRUST — Director's Dealing 2016

Jan 19, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VORNADO REALTY TRUST (VNO)
CIK: 0000899689
Period of Report: 2016-01-14

Reporting Person: GREENBAUM DAVID R (President - NY Office Division)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-14	Restricted Units	$	A	25278	Acquired		Common Shares (25278)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	120725	Direct
Common Shares	65097	Indirect
Common Shares	19781	Indirect
Common Shares	39030	Indirect
Common Shares	14930	Indirect

Footnotes

F1: Common shares of beneficial interest, par value $.04 per share (the "Common Shares"), of Vornado Realty Trust ("the Company").

F2: 5,747 Common Shares were previously reported as indirectly beneficially owned but were distributed to Mr. Greenbaum in accordance with the requirements of the applicable grantor retained annuity trusts.

F3: These Common Shares are held in grantor retained annuity trusts. The filing of this Form 4 shall not be deemed an admission that Mr. Greenbaum is the beneficial owner ofthese Common Shares. The decrease of 5,747 Common Shares held in grantor retained annuity trusts since Mr. Greenbaum's immediately preceding Form 4 filing is attributable to distributions from the applicable grantor retained annuity trusts.

F4: These Common Shares are held by the David Greenbaum Family Trust. Mr. Greenbaum disclaims beneficial ownership of these Common Shares.

F5: These Common Shares are held by a trust for the benefit of Jessica Greenbaum, Mr. Greenbaum's daughter. Mr. Greenbaum disclaims beneficial ownership of these CommonShares.

F6: These Common Shares are held by a trust for the benefit of Allison Greenbaum, Mr. Greenbaum's daughter. Mr. Greenbaum disclaims beneficial ownership of these CommonShares.

F7: On January 14, 2016, the reporting person received a grant of restricted units (the "Restricted Units") of Vornado Realty L.P. (the "Operating Partnership"), the operating partnership ofVornado Realty Trust ("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 convertibleby 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-onebasis or the cash value of such shares.

F8: The Restricted Units vest in equal portions over a four-year period with the initial vesting occurring on January 10, 2017.