VORNADO REALTY TRUST — Director's Dealing 2017

Jan 18, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VORNADO REALTY TRUST (VNO)
CIK: 0000899689
Period of Report: 2017-01-13

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-13	Restricted Units	$	A	5266	Acquired		Common Shares (5266)	Direct
2017-01-13	LTIP Units	$	A	5882	Acquired		Common Shares (5882)	Direct

Footnotes

F1: On January 14, 2017, 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.

F2: The Restricted Units vest in equal portions over a four-year period with the initial vesting occurring on January 10, 2018.

F3: Represents LTIP Units ("LTIP Units") of Vornado Realty L.P. ("the Operating Partnership").

F4: The LTIP Units are a class of units of the Operating Partnership through which Vornado Realty Trust (the "Issuer") conducts its business, 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.

F5: Pursuant to the terms of the Vornado Realty Trust 2014 Outperformance Plan (the "Plan") the LTIP Units referenced in this Form 4 were issued on January 10, 2014 and were "earned" upon the achievement of performance hurdles as of January 10, 2017, 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 January 13, 2017.

F6: Represents the number of LTIP Units "earned" as of January 13, 2017, based upon certain performance hurdles having been met by the Issuer and the percentage of the Reporting Person's interest in the performance pool established by the Issuer under the Plan.

F7: Other than 858 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.