Vornado Realty Trust

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SEC FORM 3 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^*

Maddock Deirdre K.

(Last)

(First)

(Middle)

C/O VORNADO REALTY TRUST

888 SEVENTH AVE

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/02/2021

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)
SVP - Chief Accounting Officer

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	340⁽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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Options (Right to Buy)	01/10/2018	01/13/2027	Common Shares	244	82.4398	D
Options (Right to Buy)	01/10/2019	01/12/2028	Common Shares	335	70.3102	D
Options (Right to Buy)	01/10/2020	01/14/2029	Common Shares	387⁽²⁾	62.6188	D
Options (Right to Buy)	01/10/2021	01/13/2030	Common Shares	1,562⁽³⁾	66.86	D
Options (Right to Buy)	01/10/2021	03/30/2030	Common Shares	1,462⁽⁴⁾	36.72	D
Restricted Units⁽⁵⁾	⁽⁶⁾	⁽⁶⁾	Common Shares	1,521	⁽⁵⁾	D
Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Common Shares	21	⁽⁸⁾	D
Restricted Stock Units	⁽⁹⁾	⁽⁹⁾	Common Shares	49	⁽⁸⁾	D
Restricted Stock Units	⁽¹⁰⁾	⁽¹⁰⁾	Common Shares	280	⁽⁸⁾	D
Restricted Stock Units	⁽¹¹⁾	⁽¹¹⁾	Common Shares	230	⁽⁸⁾	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. 193 of these options are vested. The remaining options vest in two equal installments on each of January 10, 2022 and January 10, 2023.

3. 391 of these options are vested. The remaining options vest ratably on each of January 10, 2022, January 10, 2023 and January 10, 2024.

4. 366 of these options are vested. The remaining options vest ratably on each of January 10, 2022, January 10, 2023 and January 10, 2024.

5. On January 12, 2021 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 Restricted Units vest in equal portions over a four-year period with the initial vesting occurring on January 10, 2022.

7. These Restricted Stock Units were granted on January 12, 2018 and vest on January 10, 2022. Prior to the vesting of the award, if the Company pays a dividend on its Common Shares, the reporting person will receive an amount in cash equal to in value to the dividends that the reporting person would have received has the reporting person been the actual owner of the number of Common Shares.

8. Each restricted stock unit represents a contingent right to receive one Common Share.

9. These Restricted Stock Units were granted on January 14, 2019 and vest ratably on January 10, 2022 and January 10, 2023. Prior to the vesting of the award, if the Company pays a dividend on its Common Shares, the reporting person will receive a cash amount equal to the value of the dividends that the reporting person would have received had the reporting person been the actual owner of the number of Common Shares.

10. These Restricted Stock Units were granted on January 13, 2020 and vest ratably on January 10, 2022, January 10, 2023 and January 10, 2024. Prior to the vesting of the award, if the Company pays a dividend on its Common Shares, the reporting person will receive a cash amount equal to the value of the dividends that the reporting person would have received had the reporting person been the actual owner of the number of Common Shares.

11. These Restricted Stock Units were granted on March 30, 2020 and vest ratably on January 10, 2022, January 10, 2023 and January 10, 2024. Prior to the vesting of the award, if the Company pays a dividend on its Common Shares, the reporting person will receive a cash amount equal to the value of the dividends that the reporting person would have received had the reporting person been the actual owner of the number of Common Shares.

	/s/ Ryan G. Saum, Attorney in Fact	11/12/2021
	** 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 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.
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:

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;

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

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 1st day of November, 2021.

	Deirdre K. Maddock
	Signature