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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* GREENBAUM DAVID R (Last) (First) (Middle) 888 SEVENTH AVENUE (Street) NEW YORK NY 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) Director 10% Owner X Officer (give title below) Other (specify below) President - NY Office Division
	3. Date of Earliest Transaction (Month/Day/Year) 01/11/2019
	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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	01/11/2019		G(10)		150,000	D	$0	43,577(1)	D
Common Shares								150,000(1)	I	Held by LLC(10)
Common Shares								39,030(1)	I	Held by trust(2)
Common Shares								14,930(1)	I	Held by trust(2)
Common Shares								30,700(1)	I	Held by trust

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class A Units	(3)							(4)	(4)	Common Shares	120,103(5)		120,103	D
Class A Units	(3)							(4)	(4)	Common Shares	200,000		200,000	I	Held by a grantor retained annuity trust(6)
Class A Units	(3)							(4)	(4)	Common Shares	49,817		49,817	I	Held by LLC(7)
Class A Units	(3)							(4)	(4)	Common Shares	1,520		1,520	I	Held by Trust(8)
Class A Units	(3)							(4)	(4)	Common Shares	1,520		1,520	I	Held by Trust(2)
Class A Units	(3)							(4)	(4)	Common Shares	12,948		12,948	I	Held by Spouse(9)
Restricted Units(11)	(11)	01/14/2019		A		53,076		(12)	(12)	Common Shares	53,076	(11)	53,076	D
Restricted Units(11)	(11)	01/14/2019		A		12,407		(13)	(13)	Common Shares	12,407	(11)	12,407	D
AO RUs(14)	(14)	01/14/2019		A		87,127		(15)	01/14/2029	Common Shares	87,127	(14)	87,127	D

Explanation of Responses:

1. Common shares of beneficial interest, par value $.04 per share (the "Common Shares"), of Vornado Realty Trust (the "Company").

2. These Common Shares are held by a trust of which the reporting person is not a trustee, Mr. Greenbaum disclaims beneficial ownership of these Common Shares.

3. Class A Units ("Class A Units") of Vornado Realty L.P. (the "Operating Partnership"), are redeemable (subject to certain limitations set forth in the Operating Partnership limited partnership agreement) by the holder for cash or, at the Company's election, Common Shares of the issuer on a one for one basis or the cash value of such shares.

4. These Class A Units are immediately redeemable (subject to certain limitations set forth in the Operating Partnership limited partnership agreement) by the holder for cash or, at the issuer'selection, Common Shares of the Issuer on a one for one basis or the cash value of such shares. Class A Units do not have expiration dates.

5. The decline of 100,000 Class A Units directly held since Mr. Greenbaum's immediately preceding Form 4 filing is attributable to contributions to a grantor retained annuity trust.

6. These Class A Units are held in grantor retained annuity trust. The filing of this Form 4 shall not be deemed an admission that Mr. Greenbaum is the beneficial owner of these Class A Units. 100,000 Class A Units were previously reported as directly beneficially owned.

7. These Class A Units are held by DL Investments LLC, an entity in which Mr. Greenbaum and his spouse own 100%. Mr. Greenbaum disclaims beneficial ownership of these units except to the extent of his pecuniary interest.

8. These Class A Units are held by a trust of which the reporting person is not a trustee, Mr. Greenbaum disclaims beneficial ownership of these Class A Units.

9. These Class A Units are owned by Mr. Greenbaum's spouse (both directly and indirectly). Mr. Greenbaum disclaims beneficial ownership of these units except to the extent of his pecuniary interest.

10. Reflects contribution of Common Shares to an LLC that is 100% owned by a trust of which the reporting person is not a trustee.

11. On January 14, 2019, the reporting person received a grant of restricted units (the "Restricted Units") of Vornado Realty L.P. (the "Operating Partnership"), the operating partnership of Vornado Realty Trust (the "Company" or "VNO"). 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.

12. The Restricted Units vest in equal portions over a four-year period with the initial vesting occurring on January 10, 2020.

13. The Restricted Units vest ratably throughout 2019, subject to the continued employment of the reporting person during the vesting period.

14. On January 14, 2019, the reporting person received a grant of appreciation only restricted units (the "AO RUs") of the Operating Partnership. The AO RUs 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 determined by reference to the increase in the value of a VNO common share at the time of conversion over the value of a VNO common share at the time of grant. 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.

15. The AO RUs vest in equal portions over a four-year period with the initial vesting occurring on January 10, 2020; provided, however, that if VNO common shares do not trade on the principal exchange on which the common shares are listed for 20 consecutive trading days during the four-year period commencing on the grant date of the AO RUs at a price that is at least 110% of value of a VNO common share on the date of grant of the AO RUs then the AO RUs will have lapsed and have no value. The right to convert the AO RUs into Class A units has a maximum term of 10 years. The right to redeem Class A Units does not have an expiration date.

	/s/ Steven Santora, Attorney in Fact	01/16/2019
	** Signature of Reporting Person	Date
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