VORNADO REALTY TRUST — Director's Dealing 2019

Apr 15, 2019

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: VORNADO REALTY TRUST (VNO)
CIK: 0000899689
Period of Report: 2019-04-05

Reporting Person: Langer Barry (EVP - Dev. Co-Head of R.E.)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	11965.59	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class A Units	$		Common Shares (15860)		Direct
Options (Right to Buy)	$52.6428	2020-03-11	Common Shares (4133)		Direct
Options (Right to Buy)	$66.4932	2021-02-28	Common Shares (4317)		Direct
Restricted Units	$		Common Shares (2238)		Direct
Restricted Units	$		Common Shares (745)		Direct
Restricted Units	$		Common Shares (11781)		Direct
Restricted Units	$		Common Shares (3313)		Direct
Restricted Units	$		Common Shares (6906)		Direct
Restricted Units	$		Common Shares (3108)		Direct
Restricted Units	$		Common Shares (3489)		Direct
AO RUs	$	2028-01-12	Common Shares (11948)		Direct
AO RUs	$	2029-01-14	Common Shares (13251)		Direct

Footnotes

F1: Class A Units ("Class A Units") of Vornado Realty L.P. (the "Operating Partnership"), are redeemable (subject to certain limitations set forth in the Operating Partnership limited partnership agreement) by the holder for cash equal to the Cash Amount (as defined below) or, at the election of Vornado Realty Trust (the "Issuer"), common shares of beneficial interest ("Common Shares") of the Issuer on a one for one basis or the cash value of such shares (such value, the "Cash Amount"). Subject to the foregoing limitations, Class A Units are immediately redeemable and do not have expiration dates.

F2: On January 14, 2015, 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. See note (1) for a discussion of Class A Units.

F3: These Restricted Units vested on January 10, 2019.

F4: On January 14, 2016, 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. See note (1) for a discussion of Class A Units.

F5: The remaining Restricted Units vest on January 10, 2020.

F6: On January 13, 2017, 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. See note (1) for a discussion of Class A Units.

F7: These Restricted Units vest on January 10, 2021.

F8: 1,656 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, 2020.

F9: On January 12, 2018, 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. See note (1) for a discussion of Class A Units.

F10: These Restricted Units vest on January 10, 2022.

F11: 777 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, 2020.

F12: On January 14, 2019, 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. See note (1) for a discussion of Class A Units.

F13: These Restricted Units vest in equal portions over a four-year period with the initial vesting occurring on January 10, 2020.

F14: On January 12, 2018, the reporting person received a grant of appreciation only restricted units (the "AO RUs") of the Operating Partnership. The AO RUs 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 determined by reference to the increase in the value of a Common Share at the time of conversion over the value of a Common Share at the time of grant. See note (1) for a discussion of Class A Units.

F15: The AO RUs vest in equal portions over a four-year period. The initial vesting occurred on January 10, 2019. The right to convert the AO RUs into Class A units has a maximum term of 10 years. The right to redeem Class A Units does not have an expiration date.See note (1) for a discussion of Class A Units.

F16: On January 14, 2019, the reporting person received a grant of appreciation only restricted units (the "AO RUs") of the Operating Partnership. The AO RUs 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 determined by reference to the increase in the value of a Common Share at the time of conversion over the value of a Common Share at the time of grant. See note (1) for a discussion of Class A Units.

F17: The AO RUs vest in equal portions over a four-year period with the initial vesting occurring on January 10, 2020. The right to convert the AO RUs into Class A units has a maximum term of 10 years. The right to redeem Class A Units does not have an expiration date. See note (1) for a discussion of Class A Units.