SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
THE SECURITIES EXCHANGE ACT OF 1934
VORNADO REALTY TRUST
(Exact Name of Registrant as Specified in Its Charter)
| Maryland (State of Incorporation or Organization) |
22-1657560 (IRS Employer Identification Number) | |
| 888 Seventh Avenue New York, New York (Address of Principal Executive Offices) |
10019 (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class to be so Registered | Name of Each Exchange on Which Each Class is to be Registered | |
| 4.45% Series O Cumulative Redeemable Preferred Shares of Beneficial Interest, liquidation preference $25.00 per share, no par value per share |
New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨
Securities Act registration statement or Regulation A offering Statement file number to which this form relates: 333-294965
Securities to be registered pursuant to Section 12(g) of the Act:
None
information required in registration statement
Item 1. Description of registrant’s securities to be registered
A description of the 4.45% Series O Cumulative Redeemable Preferred Shares of Beneficial Interest, liquidation preference $25.00 per share, which are to be registered under this registration statement, is contained under the caption “Description of the Series O Preferred Shares” in the Prospectus Supplement, dated September 13, 2021, to the Prospectus, dated April 1, 2021, constituting a part of the Registration Statement on Form S-3 (File No. 333-254965) of Vornado Realty Trust, filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. This description and the related information contained under the caption “Description of Shares of Beneficial Interest of Vornado Realty Trust -- Description of Preferred Shares of Vornado Realty Trust” in the Prospectus, dated April 1, 2021, are incorporated by reference into this registration statement, and any description included in a form of prospectus supplement subsequently filed by Vornado under Rule 424(b) under the Securities Act will be deemed to be incorporated by reference into this registration statement.
Item 2. Exhibits
The exhibits to this registration statement are listed in the Exhibit Index below.
Exhibit Index
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| VORNADO REALTY TRUST | ||
| By: | /s/ Michael Franco | |
| Michael Franco, | ||
| President and Chief Financial Officer | ||
| Dated: September 24, 2021 | ||
Exhibit 4.15
| THIS CERTIFICATE IS TRANSFERABLE |
SEE REVERSE FOR IMPORTANT NOTICE |
| IN THE CITY OF NEW YORK, N.Y. | ON TRANSFER RESTRICTIONS |
| AND OTHER INFORMATION | |
|
CUSIP 929042794 ISIN US US9290427940 |
VORNADO REALTY TRUST
_____________________
a Real Estate Investment Trust
Formed Under the Laws of the State of Maryland
THIS
CERTIFIES THAT ****SPECIMEN****
is the owner of ****(ZERO)****
fully paid and nonassessable 4.45% Series O Cumulative Redeemable Preferred Shares of Beneficial Interest, liquidation preference $25.00 per share, of no par value, of
VORNADO REALTY TRUST
______________
(the “Trust”), transferable on the books of the Trust by the holder hereof in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Declaration of Trust and Bylaws of the Trust and any amendments thereto. This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar.
WITNESS the facsimile seal and the facsimile signatures of the duly authorized officers of the Trust.
DATED ****SPECIMEN****
Countersigned and Registered:
[SEAL]
AMERICAN
STOCK TRANSFER
& TRUST COMPANY, LLC
(New York, New York)
| Transfer Agent and Registrar | |||
|
President and Chief Financial Officer | |||
| By: | |||
| Authorized signature | Senior Vice President and Secretary | ||
VORNADO REALTY TRUST
IMPORTANT NOTICE
The Trust will furnish to any shareholder, on request and without charge, a full statement of the information required by Section 8-203(d) of the Corporations and Associations Article of the Annotated Code of Maryland with respect to the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption of the shares of each class of beneficial interest which the Trust has authority to issue and, if the Trust is authorized to issue any preferred or special class in series, (i) the differences in the relative rights and preferences between the shares of each series to the extent set, and (ii) the authority of the Board of Trustees to set such rights and preferences of subsequent series. The foregoing summary does not purport to be complete and is subject to and qualified in its entirety by reference to the Declaration of Trust (the “Declaration of Trust”), of the Trust, a copy of which will be sent without charge to each shareholder who so requests. Such request must be made to the Secretary of the Trust at its principal office or to the Transfer Agent.
The shares of Preferred Stock represented by this certificate are subject to restrictions on ownership and transfer for the purpose of the Trust’s maintenance of its status as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the “Code”). No Person may Beneficially Own shares of Preferred Stock of any class in excess of 9.9% of the outstanding Preferred Equity Stock of such class and no Person may Constructively Own Preferred Stock of any class in excess of 9.9% of the outstanding Preferred Equity Stock of such class (unless such person is an Existing Constructive Holder). Any Person who attempts to Beneficially Own or Constructively Own Shares in excess of the above limitations must immediately notify the Trust. All capitalized terms used in this legend have the meanings set forth in the Declaration of Trust, a copy of which, including the restrictions on ownership and transfer, will be sent without charge to each stockholder who so requests. Such request must be made to the Secretary of the Trust at its principal office or to the Transfer Agent. If the restrictions on ownership and transfer are violated, the shares of Preferred Stock represented hereby will be automatically exchanged for shares of Excess Stock which will be held in trust by the Trust.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS
LOST, STOLEN
OR DESTROYED, THE TRUST WILL REQUIRE A BOND OF INDEMNITY
AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
| TEN COM | – | as tenants in common |
| TEN ENT | – | as tenants by the entireties |
| JT TEN | – | as joint tenants with right of survivorship and not as tenants in common |
| UNIF GIFT MIN ACT | ______ Custodian ________ |
| (Cust) (Minor) |
| Under Uniform Gifts to Minors Act of |
| ________________________________ |
| (State) |
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, _______________________ HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO
________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME
AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
________________________________________________________________________
(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE)
________________________ shares of the shares represented by the within Certificate, and do hereby irrevocably constitute and appoint ______________________________________ Attorney to transfer the said shares on the books of the within named Trust with full power of substitution in the premises.
Dated _____________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.