Vornado Realty Trust

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SMITH ROBERT H

(Last)

(First)

(Middle)

2345 CRYSTAL DRIVE

SUITE 1000

(Street)

ARLINGTON

22202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VORNADO REALTY TRUST [ VNO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President - Smith Division

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	07/29/2005		C		106,000	A	⁽¹⁾	106,000	I	Held by Spouse⁽⁴⁾
Common Shares	08/16/2005		G	V	5,000	D	$86.06	101,000	I	Held by Spouse⁽⁴⁾
Common Shares	09/06/2005		S		46,100	D	$87.1	54,900	I	Held by Spouse⁽⁴⁾
Common Shares	09/06/2005		S		800	D	$87.08	54,100	I	Held by Spouse⁽⁴⁾
Common Shares	09/06/2005		S		100	D	$87.07	54,000	I	Held by Spouse⁽⁴⁾
Common Shares	09/06/2005		S		100	D	$87.05	53,900	I	Held by Spouse⁽⁴⁾
Common Shares	09/06/2005		S		500	D	$87.01	53,400	I	Held by Spouse⁽⁴⁾
Common Shares	09/06/2005		S		800	D	$87	52,600	I	Held by Spouse⁽⁴⁾
Common Shares	09/06/2005		S		400	D	$86.97	52,200	I	Held by Spouse⁽⁴⁾
Common Shares	09/06/2005		S		500	D	$86.96	51,700	I	Held by Spouse
Common Shares	09/06/2005		S		1,600	D	$86.95	50,100	I	Held by Spouse⁽⁴⁾
Common Shares	09/06/2005		S		100	D	$86.9	50,000	I	Held by Spouse⁽⁴⁾
Common Shares	09/06/2005		S		200	D	$86.8	49,800	I	Held by Spouse⁽⁴⁾
Common Shares	09/06/2005		S		1,900	D	$86.79	47,900	I	Held by Spouse⁽⁴⁾
Common Shares	09/06/2005		S		500	D	$86.78	47,400	I	Held by Spouse⁽⁴⁾
Common Shares	09/06/2005		S		200	D	$86.75	47,200	I	Held by Spouse⁽⁴⁾
Common Shares	09/06/2005		S		200	D	$86.74	47,000	I	Held by Spouse⁽⁴⁾
Common Shares	09/06/2005		S		200	D	$86.73	46,800	I	Held by Spouse⁽⁴⁾
Common Shares	09/06/2005		S		1,200	D	$86.72	45,600	I	Held by Spouse⁽⁴⁾
Common Shares	09/06/2005		S		400	D	$86.7	45,200	I	Held by Spouse⁽⁴⁾
Common Shares	09/06/2005		S		100	D	$86.69	45,100	I	Held by Spouse⁽⁴⁾
Common Shares	09/06/2005		S		200	D	$86.63	44,900	I	Held by Spouse⁽⁴⁾
Common Shares	09/06/2005		S		200	D	$86.62	44,700	I	Held By Spouse⁽⁴⁾
Common Shares	09/06/2005		S		400	D	$86.6	44,300	I	Held by Spouse⁽⁴⁾
Common Shares	09/06/2005		S		200	D	$86.59	44,100	I	Held by Spouse⁽⁴⁾
Common Shares	07/29/2005		C		258,000	A	⁽¹⁾	272,450⁽⁵⁾	D
Common Shares	08/16/2005		G	V	75,000	D	$86.06	197,450⁽⁵⁾	D
Common Shares	09/06/2005		G	V	34,800	D	$85.25	162,650⁽⁵⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Units	⁽¹⁾	07/29/2005		C			106,000	⁽²⁾	⁽²⁾	Common Shares	106,000	⁽³⁾	99,344	I	Held by Spouse⁽⁴⁾
Class A Units	⁽¹⁾	07/29/2005		C			258,000	⁽²⁾	⁽²⁾	Common Shares	258,000	⁽³⁾	527,451	D

Explanation of Responses:

1. Holders of Class A units ("Class A Units") of Vornado Realty L.P. ("VRLP") have the right to have their Class A Units redeemed in whole or in part by VRLP for cash equal to the fair market value, at the time of redemption, of one Common Share of Vornado Realty Trust ("Vornado") for each Class A Unit redeemed or, at the option of Vornado, one Common Share of Vornado for each Class A Unit tendered for redemption.

2. These Class A Units (which were issued on 1/1/02) are immediately redeemable. Class A Units have no expiration date.

3. Received as the consideration due in exchange for Class A units of limited partnership of Charles E. Smith Commercial Realty L.P. ("CESCR") in connection with the merger of CESCR with and into VRLP.

4. Mr. Smith disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for the purpose of Section 16 or any other purpose.

5. 19,750 of these Common Shares were issued as "restricted stock" under the terms of the Vornado Realty Trust 2002 Omnibus Share Plan. Of these 19,750 Common Shares, (i) 5,000 Common Shares of restricted stock were granted on 1/28/03, with the shares vesting in equal portions over a five-year period with the remaining three portions vesting in January of 2006, 2007 and 2008, (ii) 5,000 Common Shares of restricted stock were granted on 4/1/03, with the shares vesting in equal portions over a five-year period with the remaining three portions vesting in January of 2006, 2007 and 2008, (iii) 6,500 Common Shares of restricted stock were granted on 2/6/04, with the shares vesting in equal portions over a five-year period with the remaining four portions vesting in January of 2006, 2007, 2008 and 2009 and (iv) 3,250 Common Shares of restricted stock were granted on 2/8/05, with the shares vesting in equal portion over five-year period beginning January, 2006.

	/s/ Robert H. Smith	09/08/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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