VORNADO REALTY TRUST — Director's Dealing 2021

Jul 15, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VORNADO REALTY TRUST (VNO)
CIK: 0000899689
Period of Report: 2021-07-13

Reporting Person: ROTH STEVEN (Director, Chairman & CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-07-13	Restricted Units	$	M	18280	Disposed		Common Shares (18280)	Direct
2021-07-13	Restricted Units	$	M	37273	Disposed		Common Shares (37273)	Direct
2021-07-13	Restricted Units	$	M	27916	Disposed		Common Shares (27916)	Direct
2021-07-13	Class A Units	$	M	83469	Acquired		Common Shares (83469)	Indirect

Footnotes

F1: On March 15, 2018, the reporting person received a grant of Restricted Units of Vornado Realty L.P. (the "Operating Partnership"), vesting in four equal annual installments beginning on March 15, 2019. 18,280 of these vested Restricted Units are being converted into Class A Units of the Operating Partnership ("Class A Units") on a one-for-one basis pursuant to their terms.

F2: On January 14, 2019, the reporting person received a grant of Restricted Units of the Operating Partnership, vesting in four equal annual installments beginning on January 10, 2020. 37,273 of these vested Restricted Units are being converted into Class A Units on a one-for-one basis pursuant to their terms.

F3: On January 14, 2019, the reporting person received a grant of Restricted Units of the Operating Partnership, which vested immediately upon grant. These 27,916 vested Restricted Units are being converted into Class A Units on a one-for-one basis pursuant to their terms.

F4: 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 Common Shares of Vornado Realty Trust (the "Issuer") at the election of the Issuer, on a one for one basis or the cash value of such shares. Class A Units do not have expiration dates.

F5: Following the conversions, these Class A Units were contributed by the reporting person to a limited liability company which is managed and controlled solely by the reporting person and all interests therein are held by the reporting person and his spouse. This transfer was exempt from Section 16, including pursuant to Rule 16a-13 under the Securities Exchange Act of 1934, as amended. The reporting person disclaims beneficial ownership of any Class A Units in which he does not have a pecuniary interest.