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^*

ROTH STEVEN

(Last)

(First)

(Middle)

888 SEVENTH AVENUE

(Street)

NEW YORK

10019

(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 & CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/12/2007

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	05/07/2007		G	V	20,000	D	$0.0⁽¹⁾	1,745,169⁽²⁾	D
Common Shares	10/05/2007		S	V	12,000	D	$115.2197	13,600	I	Held by foundation⁽³⁾
Common Shares	10/05/2007		S	V	1,000	D	$115.228	12,600	I	Held by foundation⁽³⁾
Common Shares								36,000	I	Held by spouse⁽⁴⁾
Common Shares								7,943,000	I	Held by partnership⁽⁵⁾
Common Shares	10/12/2007		M		603,000	A	$44.4037	2,348,169⁽²⁾	D
Common Shares	10/12/2007		S		2,100	D	$113.7	2,346,069⁽²⁾	D
Common Shares	10/12/2007		S		400	D	$113.71	2,345,669⁽²⁾	D
Common Shares	10/12/2007		S		700	D	$113.72	2,344,969⁽²⁾	D
Common Shares	10/12/2007		S		100	D	$113.73	2,344,869⁽²⁾	D
Common Shares	10/12/2007		S		800	D	$113.74	2,344,069⁽²⁾	D
Common Shares	10/12/2007		S		900	D	$113.75	2,343,169⁽²⁾	D
Common Shares	10/12/2007		S		500	D	$113.76	2,342,669⁽²⁾	D
Common Shares	10/12/2007		S		800	D	$113.77	2,341,869⁽²⁾	D
Common Shares	10/12/2007		S		1,500	D	$113.78	2,340,369⁽²⁾	D
Common Shares	10/12/2007		S		100	D	$113.79	2,340,269⁽²⁾	D
Common Shares	10/12/2007		S		4,200	D	$113.8	2,336,069⁽²⁾	D
Common Shares	10/12/2007		S		300	D	$113.81	2,335,769⁽²⁾	D
Common Shares	10/12/2007		S		500	D	$113.82	2,335,269⁽²⁾	D
Common Shares	10/12/2007		S		200	D	$113.83	2,335,069⁽²⁾	D
Common Shares	10/12/2007		S		900	D	$113.84	2,334,169⁽²⁾	D
Common Shares	10/12/2007		S		2,600	D	$113.85	2,331,569⁽²⁾	D
Common Shares	10/12/2007		S		500	D	$113.86	2,331,069⁽²⁾	D
Common Shares	10/12/2007		S		1,500	D	$113.87	2,329,569⁽²⁾	D
Common Shares	10/12/2007		S		1,300	D	$113.88	2,328,269⁽²⁾	D
Common Shares	10/12/2007		S		1,000	D	$113.89	2,327,269⁽²⁾	D
Common Shares	10/12/2007		S		1,400	D	$113.9	2,325,869⁽²⁾	D
Common Shares	10/12/2007		S		1,200	D	$113.91	2,324,669⁽²⁾	D
Common Shares	10/12/2007		S		1,200	D	$113.92	2,323,469⁽²⁾	D
Common Shares	10/12/2007		S		600	D	$113.94	2,322,869⁽²⁾	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)
Options (Right to Buy)	$44.4037	10/12/2007		M			603,000	01/12/1999	01/12/2008	Common Shares	603,000	$44.4037	602,705	D

Explanation of Responses:

1. Stock was gifted to the Daryl and Steven Roth Foundation over which Mr. Roth holds sole voting and investment power. Mr. Roth disclaims any pecuniary interest in these Common Shares. Immediately following this gift, the Foundation had 25,600 Common Shares.

2. 23,670 of these Common Shares were issued as restricted stock and remain unvested under the terms of the Vornado Realty Trust 2002 Omnibus Share plan (the "Plan"), with each original grant vesting in equal portions over a five year period. Of these 23,670 Common Shares, (i) 7,500 Common Shares of restricted stock remain to vest in January of 2008, (ii) 9,240 Common Shares of restricted stock remain to vest ratably in January of 2008 and 2009 and (iii) 6,930 Common Shares of restricted stock remain to vest ratably in January 2008, 2009 and 2010.

3. These Common Shares are held by the Daryl and Steven Roth Foundation, over which Mr. Roth holds sole voting and investment power. Mr. Roth disclaims any pecuniary interest in these Common Shares.

4. These Common Shares are held by Mr. Roth's spouse. The filing of this Form 4 shall not be deemed an admission that Mr. Roth is the beneficial owner of the Common Shares.

5. These Common Shares are held by Interstate Properties, a New Jersey general partnership of which Mr. Roth is the managing general partner. The filing of this Form 4 shall not be deemed an admission that Mr. Roth is the beneficial owner of these 7,943,000 Common Shares, except to the extent of his pecuniary interest.

Remarks:

Due to system limitations for reporting transactions via EDGAR on Form 4, this Form 4 is one of five Form 4s filed for the reporting person for transactions with a trade date of October 12, 2007

	/s/ Steven Santora , Attorney in Fact	10/16/2007
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY

Know all persons by these presents, that the undersigned, Steven Roth, hereby constitutes and appoints each of Joseph Macnow, Alan J. Rice and Steven Santora, signing singly, the undersigned’s true and lawful attorney-in-fact and agent in any and all capacities to:

execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or trustee of Vornado Realty Trust (the “Company”), Form ID and Forms 3, 4 and 5 in accordance with the undersigned’s instructions and Section 16(a) of the Securities Exchange Act of 1934 and the rules under that Act;

do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form ID, 3, 4 or 5, complete and execute any amendment or amendments to those forms, and timely file those forms with the United States Securities and Exchange Commission, any stock exchange or similar authority and the Company; and

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain any terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.

The undersigned grants to each attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers granted in this Power of Attorney, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation. The undersigned hereby ratifies and confirms all that the attorney-in-fact, or the attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned grants to each attorney-in-fact full power and authority to delegate any or all of the foregoing powers to any person or persons

whom the attorney-in-fact may select. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 or any liabilities that may be associated therewith.

The undersigned agrees that the attorneys-in-fact herein may rely entirely on information furnished orally or in writing by the undersigned to such attorney-in-fact. The undersigned also agrees to indemnify and hold harmless the Company and the attorneys-in-fact (and any persons to whom they delegate the powers granted herein) against any losses, claims, damages, or liabilities (or actions in these respects) that arise out of or are based upon any action taken or omitted to be taken hereunder in good faith or that arise out of or are based upon any untrue statement or omission of necessary facts in the information provided by the undersigned to the attorney-in-fact for purposes of executing, acknowledging, delivering, or filing Forms ID, 3, 4 and 5 (including amendments thereto) and agrees to reimburse the Company and the attorneys-in-fact herein (and any persons to whom they delegate the powers herein granted) for any legal or other expenses reasonably incurred in connection with investigating or defending against any of those losses, claims, damages, liabilities, or actions.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of, and transactions in, securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 11th day of September, 2007.

/s/ Steven Roth

Signature