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)
Chairman - Smith Division

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2005

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)

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⁾	⁽²⁾	12/19/2005		J⁽³⁾		11,445		12/19/2005	⁽⁴⁾	Common Shares	11,445	⁽³⁾	538,896	D
Class A Units⁽¹⁾	⁽²⁾							⁽⁵⁾	⁽⁵⁾	Common Shares	98,989		98,989	I	By LLC⁽⁶⁾
Class A Units⁽¹⁾	⁽²⁾							⁽⁴⁾	⁽⁴⁾	Common Shares	1,032,311		1,032,311	I	Held by LLC⁽⁷⁾
Class A Units⁽¹⁾	⁽²⁾							⁽⁵⁾	⁽⁵⁾	Common Shares	99,344		99,344	I	By Spouse⁽⁸⁾
Class A Units⁽¹⁾	⁽²⁾							⁽⁴⁾	⁽⁴⁾	Common Shares	34,717		34,717	I	Held By L.P.⁽⁹⁾
Class A Units⁽¹⁾	⁽²⁾							⁽⁴⁾	⁽⁴⁾	Common Shares	3,714		3,714	I	Held by Inc.⁽¹⁰⁾
Class A Units⁽¹⁾	⁽²⁾							⁽⁴⁾	⁽⁴⁾	Common Shares	2,213		2,213	I	Held by Inc.⁽¹¹⁾
Class A Units⁽¹⁾	⁽²⁾							⁽⁴⁾	⁽⁴⁾	Common Shares	3		3	I	Held by Inc.⁽¹²⁾
Class A Units⁽¹⁾	⁽²⁾							⁽⁴⁾	⁽⁴⁾	Common Shares	5,330		5,330	I	Held by LLC⁽¹³⁾
Class A Units⁽¹⁾	⁽²⁾							⁽⁴⁾	⁽⁴⁾	Common Shares	115,039		115,039	I	Held by LLC⁽¹⁴⁾

Explanation of Responses:

1. Class A units of limited partnership interest of Vornado Realty L.P. (Class A Units").

2. 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 their fair market value, at the time of redemption, of one Common Share of Vornado Realty Trust ("VNO") for each Class A Unit redeemed, or, at the option of VNO, one Common Share of VNO for each Class A Unit tendered for redemption.

3. On December 19, 2005, closing occurred under the Contribution Agreement dated May 12, 2005, as amended, among Mr. Kogod, Vornado Realty L.P. and certain Vornado Realty Trust affiliates. At the closing, Mr. Kogod and certain other partners or members of certain entities contributed their interests in those entities to a subsidiary of Vornado Realty L.P., and in exchange Mr. Kogod received the right to receive his pro rata share of Class A Units issued to such contributors. Out of an estimated total 730,265 units to be issued, Mr. Kogod will be issued 99,101 units. The final number of units to be issued is subject to post-closing adjustment, and some of the units issued are being held in escrow to secure certain contingent liabilities of the contributors, including Mr. Kogod.

4. Class A Units have no expiration date.

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

6. Mr. Smith interest in these Class A Units is held by RCS-II LLC. Mr. Smith disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

7. Mr. Smith's interest in these Class A Units is held by RCS-I LLC. Mr. Smith disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

8. 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 these securities for the purpose of Section 16 or any other purpose.

9. Mr. Smith's interest in these Class A Units is held by 1730 M Street Associates L.P. Mr. Smith disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

10. Mr. Smith's interest in these Class A Units is held by CESC Downtown Member Inc. Mr. Smith disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

11. Mr. Smith's interest in these Class A Units is held by Gateway III Inc. Mr. Smith disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

12. Mr. Smith's interest in these Class A Units is held by Park Four, Inc. Mr. Smith disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

13. Mr. Smith's interest in these Class A Units is held by MC Associates LLC. Mr. Smith disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

14. Mr. Smith's interest in these Class A Units is held by MCII Associates LLC. Mr. Smith disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

	/s/ Robert H. Smith	12/21/2005
	** 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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