VORNADO REALTY TRUST — Director's Dealing 2018

Dec 4, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VORNADO REALTY TRUST (VNO)
CIK: 0000899689
Period of Report: 2018-11-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-11-30	Common Shares	M	55158	$24.5212	Acquired	230061	Direct
2018-11-30	Common Shares	F	36484	$71.96	Disposed	193577	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-11-30	Options (Right to Buy)	$24.5212	M	55158	Disposed	2019-02-27	Common Shares (55158)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	39030	Indirect
Common Shares	14930	Indirect
Common Shares	30700	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class A Units	$		Common Shares (220103)	220103	Direct
Class A Units	$		Common Shares (100000)	100000	Indirect
Class A Units	$		Common Shares (49817)	49817	Indirect
Class A Units	$		Common Shares (1520)	1520	Indirect
Class A Units	$		Common Shares (1520)	1520	Indirect
Class A Units	$		Common Shares (12948)	12948	Indirect

Footnotes

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

F2: 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 Common Shares.

F3: 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 Common Shares.

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

F5: 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 Sharesof the issuer on a one for one basis or the cash value of such shares.

F6: 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'selection, 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.

F7: The decline of 100,000 Class A Units directly held since Mr. Greenbaum's immediately preceding Form 4 filing is attributable to distributions in accordance with the requirements of the applicable grantor retained annuity trust.

F8: These Class A Units are held in grantor retained annuity trust. The filing of this Form 4 shall not be deemed an admission that Mr. Greenbaum is the beneficial owner of these Class A Units. 100,000 Class A Units were previously reported as directly beneficially owned but were distributed to Mr. Greenbaum in accordance with the requirements of the applicable grantor retained annuity trust.

F9: These Class A Units are held by DL Investments LLC, an entity in which Mr. Greenbaum and his spouse own 100%. Mr. Greenbaum disclaims beneficial ownership of these units except to the extent of his pecuniary interest.

F10: These Class A Units are held by a trust for the benefit of Jessica Greenbaum. Mr. Greenbaum's daughter. Mr. Greenbaum disclaims beneficial ownership of these units.

F11: These Class A Units are held by a trust for the benefit of Allison Greenbaum. Mr. Greenbaum's daughter. Mr. Greenbaum disclaims beneficial ownership of these units.

F12: These Class A Units are owned by Mr. Greenbaum's spouse (both directly and indirectly). Mr. Greenbaum disclaims beneficial ownership of these units.

F13: The increase of 71,137 Common Shares directly held since Mr. Greenbaum's immediately preceding Form 4 filing is attributable to distributions in accordance with the requirements of the applicable grantor retained annuity trust.