| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VORNADO REALTY TRUST [ VNO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/13/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Restricted Units | (1) | 07/13/2021 | M | 18,280 | (1) | (1) | Common Shares | 18,280 | (1) | 18,282 | D | ||||
| Restricted Units | (2) | 07/13/2021 | M | 37,273 | (2) | (2) | Common Shares | 37,273 | (2) | 37,274 | D | ||||
| Restricted Units | (3) | 07/13/2021 | M | 27,916 | (3) | (3) | Common Shares | 27,916 | (3) | 0 | D | ||||
| Class A Units | (4) | 07/13/2021 | M | 83,469 | (4) | (4) | Common Shares | 83,469 | (4) | 795,082(5) | I(5) | LLC | |||
| Explanation of Responses: |
| 1. On March 15, 2018, the reporting person received a grant of Restricted Units of Vornado Realty L.P. (the "Operating Partnership"), vesting in four equal annual installments beginning on March 15, 2019. 18,280 of these vested Restricted Units are being converted into Class A Units of the Operating Partnership ("Class A Units") on a one-for-one basis pursuant to their terms. |
| 2. On January 14, 2019, the reporting person received a grant of Restricted Units of the Operating Partnership, vesting in four equal annual installments beginning on January 10, 2020. 37,273 of these vested Restricted Units are being converted into Class A Units on a one-for-one basis pursuant to their terms. |
| 3. On January 14, 2019, the reporting person received a grant of Restricted Units of the Operating Partnership, which vested immediately upon grant. These 27,916 vested Restricted Units are being converted into Class A Units on a one-for-one basis pursuant to their terms. |
| 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 Common Shares of Vornado Realty Trust (the "Issuer") at the election 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. Following the conversions, these Class A Units were contributed by the reporting person to a limited liability company which is managed and controlled solely by the reporting person and all interests therein are held by the reporting person and his spouse. This transfer was exempt from Section 16, including pursuant to Rule 16a-13 under the Securities Exchange Act of 1934, as amended. The reporting person disclaims beneficial ownership of any Class A Units in which he does not have a pecuniary interest. |
| /s/ Ryan Saum, Attorney in Fact | 07/15/2021 | |
| ** 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 hereby constitutes and appoints each of Steven J. Borenstein, Richard Famularo, Michael J. Franco, Thomas Sanelli and Ryan Saum, signing singly, the undersigned’s true and lawful attorney-in-fact and agent in any and all capacities to:
| 1. | 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”), 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; |
| 2. | 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 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 |
| 3. | 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.
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; provided that if the attorney-in fact ceases to be an employee of the Company or its affiliates, this Power of Attorney shall cease to have effect in relation to such attorney-in-fact upon such cessation but shall continue in full force and effect in relation to any remaining attorneys-in-fact.
This Power of Attorney shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of law.
[signature page follows]
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 30th day of March, 2021.
| /s/ Steven Roth | |
| Signature |