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: ROTH STEVEN (Director, Chairman & CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-14	Restricted Units	$	A	43025	Acquired		Common Shares (43025)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	3023859	Direct
Common Shares	5503548	Indirect
Common Shares	3873	Indirect
Common Shares	37299	Indirect

Footnotes

F1: These common Shares are held by Interstate Properties, a New Jersey general partnership of which Mr. Roth is the managing general partner. The filing of this Form 4 shall not be deemed an admission that Mr. Roth is the beneficial owner of these 5,503,548 Common Shares, except to the extent of his pecuniary interest. The decline of 100,000 Common Shares held by Interstate Properties since Mr. Roth's immediately preceding Form 4 filing is attributable to a distribution by the partnership of 100,000 Common Shares with respect to which 50,000 were distributed to Mr. Roth, which amount did not exceed Mr. Roth's pecuniary interest in the Common Shares held by Interstate Properties.

F2: These Common Shares are held by the Daryl and Steven Roth Foundation, a charitable foundation over which Mr. Roth holds sole voting and investment power. Mr. Roth disclaims any pecuniary interest in these Common Shares.

F3: These common Shares are held by Mr. Roth's spouse. The filing of this Form 4 shall not be deemed an admission that Mr. Roth is the beneficial owner of these Common Shares.

F4: 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 of Vornado 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 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.

F5: The Restricted Units vest in equal portions over a four-year period with the initial vesting occurring on January 10, 2017.