VORNADO REALTY TRUST — Director's Dealing 2017

Feb 24, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: VORNADO REALTY TRUST (VNO)
CIK: 0000899689
Period of Report: 2017-02-15

Reporting Person: Iocco Matthew (EVP - Principal Accounting Off)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class A Units	$		Common Shares (10613)		Direct
Options (Right to Buy)	$108.4891	2017-03-07	Common Shares (2106)		Direct
Options (Right to Buy)	$81.822	2021-02-28	Common Shares (931)		Direct
Restricted Units	$		Common Shares (525)		Direct
Restricted Units	$		Common Shares (955)		Direct
Resticted Units	$		Common Shares (1672)		Direct
Restricted Units	$		Common Shares (2017)		Direct
Restricted Units	$		Common Shares (2046)		Direct
LTIP Units	$		Common Shares (1131)		Direct
LTIP Units	$		Common Shares (1037)		Direct
LTIP Units	$		Common Shares (2117)		Direct

Footnotes

F1: These Class A Units,(the "Class A Units") of Vornado Realty L.P., the operating partnership (the "Operating Partnership") of Vornado Realty Trust (the "Issuer"), 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.

F2: 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.

F3: On March 15, 2013, the reporting person received a grant of restricted units (the "Restricted Units") of the Operating Partnership. 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. Class A Units are redeemable 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 vest on February 27, 2017.

F5: On January 10, 2014, the reporting person received a grant of Restricted Units. 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. Class A Units are redeemable by the holder for cash or, at the Company's election, Common Shares of the Issuer on a one-for-one basis or the cash value of such shares.

F6: 476 of these units are vested. The remaining Restricted Units vest on January 10, 2018.

F7: On January 14, 2015, the reporting person received a grant of Restricted Units. 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. Class A Units are redeemable by the holder for cash or, at the Company's election, Common Shares of the Issuer on a one-for-one basis or the cash value of such shares.

F8: 836 of these units are vested. The remaining Restricted Units vest in equal portions over a two-year period with the initial vesting occurring on January 10, 2018.

F9: On January 14, 2016, the reporting person received a grant of Restricted Units. 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. Class A Units are redeemable by the holder for cash or, at the Company's election, Common Shares of the Issuer on a one-for-one basis or the cash value of such shares.

F10: 504 of these units are vested. The remaining Restricted Units vest in equal portions over a three-year period with the initial vesting occurring on January 10, 2018.

F11: On January 13, 2017, the reporting person received a grant of Restricted Units. 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. Class A Units are redeemable by the holder for cash or, at the Company's election, Common Shares of the Issuer on a one-for-one basis or the cash value of such shares.

F12: These Restricted Units vest in equal portions over a four-year period with the initial vesting occurring on January 10, 2018.

F13: Represents LTIP Units of the Operating Partnership ("LTIP Units"). These LTIP Units were "earned" upon the achievement of performance hurdles as of March 30, 2014 and March 30, 2015, subject to a determination by the Compensation Committee of the Issuer's Board of Trustees (the "Compensation Committee") that such hurdles were met. The determination that these performance hurdles were met was made by the Compensation Committee on April 2, 2014, and April 10, 2015.

F14: 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, 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.

F15: These LTIP Units will vest on March 30, 2017.

F16: These LTIP Units will vest in equal portions over a two-year period with the initial vesting occurring on March 15, 2017.

F17: Represents LTIP Units. These LTIP Units were "earned" upon the achievement of performance hurdles as of March 15, 2015 and March 15, 2016, subject to a determination by the Compensation Committee that such hurdles were met. The determination that these performance hurdles were met was made by the Compensation Committee on April 10, 2015, and March 21, 2016.

F18: Represents LTIP Units. These LTIP Units were "earned" upon the achievement of performance hurdles as of January 10, 2017 and subject to a determination by the Compensation Committee that such hurdles were met. The determination that these performance hurdles were met was made by the Compensation Committee on January 13, 2017.

F19: Other than 308 LTIP Units to be issued to the reporting person under the Plan based upon a dividend accrual, earned LTIP Units vest one third on each of January 10, 2017, 2018 and 2019.