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^*

KOGOD ROBERT P

(Last)

(First)

(Middle)

2345 CRYSTAL DRIVE

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2006

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⁾	01/31/2006		J⁽³⁾		551		12/19/2006	⁽⁴⁾	Common Shares	551	⁽³⁾	895,834	D
Class A Units⁽¹⁾	⁽²⁾							⁽⁴⁾	⁽⁴⁾	Common Shares	3,714		3,714	I	Held by Inc.⁽¹¹⁾
Class A Units⁽¹⁾	⁽²⁾							⁽⁴⁾	⁽⁴⁾	Common Shares	34,717		34,717	I	Held By L.P.⁽¹⁰⁾
Class A Units⁽¹⁾	⁽²⁾							⁽⁴⁾	⁽⁴⁾	Common Shares	2,213		2,213	I	Held by Inc.⁽¹²⁾
Class A Units⁽¹⁾	⁽²⁾							⁽⁴⁾	⁽⁴⁾	Common Shares	3		3	I	Held by Inc.⁽¹³⁾
Class A Units⁽¹⁾	⁽²⁾							⁽⁵⁾	⁽⁵⁾	Common Shares	190,487		190,487	I	By LLC⁽⁶⁾
Class A Units⁽¹⁾	⁽²⁾							⁽⁵⁾	⁽⁵⁾	Common Shares	772,141		772,141	I	By LLC⁽⁷⁾
Class A Units⁽¹⁾	⁽²⁾							⁽⁵⁾	⁽⁵⁾	Common Shares	130,952		130,952	I	By Spouse⁽⁸⁾
Class A Units⁽¹⁾	⁽²⁾							⁽⁵⁾	⁽⁵⁾	Common Shares	97,904		97,904	I	By Trust⁽⁹⁾

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 99,652 units, an increase of 551 units from the number reported in the Form 4 filed on December 21, 2006. This increase was due to post-closing adjustments.

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

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

8. Mr. Kogod 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. Kogod's interest in these Class A Units is held by Kogod Family Holding Group. Mr. Kogod disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

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

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

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

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

	/s/ Robert P. Kogod	01/04/2007
	** 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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