SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* MINUTOLI ROBERT (Last) (First) (Middle) C/O VORNADO REALTY TRUST 888 7TH AVENUE (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/12/2013	3. Issuer Name and Ticker or Trading Symbol VORNADO REALTY TRUST [ VNO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) EVP - Retail	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	1,035(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class A Units	(2)	(2)	Common Shares	211	(3)	D
Options (Right to Buy)	02/27/2013	02/28/2021	Common Shares	1,966(4)	90.4906	D
Restricted Units	(5)	(5)	Common Shares	211	(6)	D
Restricted Units	(7)	(7)	Common Shares	1,191	(8)	D
Restricted Units	(9)	(9)	Common Shares	1,204	(10)	D

Explanation of Responses:

1. 259 of these Common Shares were isssued as restricted stock and remain unvested under the terms of the Vornado Realty Trust Omnibus Share Plan, with each original grant vesting in equal portions over a four year period. These 259 Common Shares vest in February of 2014.

2. These Class A Units are immediately redeemable (subject to certain limitations set forth in the Operating Partnership limited partnership agreement). Class A Units do not have expiration dates.

3. Class A Units are redeemable by the holder for cash or, at the Company's election, Common Shares of the Company on a one for one basis or the cash value of such shares.

4. These options vest ratably over a four-year period. 982 of these options are vested, 492 will vest in February of 2014 and 492 will vest in February of 2015.

5. On February 28, 2011, the reporting person received a grant of restricted units (the "Restricted Units") of Vornado Realty L.P. (the "Operating Partnership"), the operating partnership of the Company. The Restricted Units are a class of units of the Operating Partnership that following the occurrence of certain events and upon vesting are convertible by the holder into an equivalent number of Class A Units of the Operating Partnership ("Class A Units"). Class A Units of the Operating Partnership are redeemable by the holder for cash or, at the Company's election, Common Shares of the Company on a one-for-one basis or the cash value of such shares.

6. The remaining unvested Restricted Units vest in equal portions over a two-year period with the initial vesting occurring on February 27, 2014.

7. On March 30, 2012, the reporting person received a grant of restricted units (the "Restricted Units") of Vornado Realty L.P. (the "Operating Partnership"), the operating partnership of the Company. The Restricted Units are a class of units of the Operating Partnership that following the occurrence of certain events and upon vesting are convertible by the holder into an equivalent number of Class A Units of the Operating Partnership ("Class A Units"). Class A Units of the Operating Partnership are redeemable by the holder for cash or, at the Company's election, Common Shares of the Company on a one-for-one basis or the cash value of such shares.

8. 298 of these units are vested. The remaining unvested Restricted Units vest in equal portions over a three-year period with the initial vesting occurring on February 27, 2014.

9. On March 15, 2013, the reporting person received a grant of restricted units (the "Restricted Units") of Vornado Realty L.P. (the "Operating Partnership"), the operating partnership of the Company. The Restricted Units are a class of units of the Operating Partnership that following the occurrence of certain events and upon vesting are convertible by the holder into an equivalent number of Class A Units of the Operating Partnership ("Class A Units"). Class A Units of the Operating Partnership are redeemable by the holder for cash or, at the Company's election, Common Shares of the Company on a one-for-one basis or the cash value of such shares.

10. These Restricted Units vest in equal portions over a four-year period with hte inital vesting occurring on February 27, 2014.

	/s/ Alan J. Rice, Attorney in Fact	04/19/2013
	** 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 5 (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.
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POWER OF ATTORNEY

Know all persons by these presents, that the
undersigned, Robert Minutoli, 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 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 attorneys-in-fact
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 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.
[signature page follows]


IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney as of this 15th day of April,
2013.
/s/ Robert Minutoli
Signature


STATE OF New Jersey)
ss.:
COUNTY OF Bergen	)

On the 15th day of April, 2013 before me personally
came to me known and known to me to be the
individual described in, and who executed the
foregoing Power of Attorney, and (s)he acknowledged
to me that (s)he executed the same.

/s/ Barbara Coleman
Notary Public of NJ
No.  2191953
Commission Expires  07/29/2016