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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/26/2011 |
3. Issuer Name and Ticker or Trading Symbol
VORNADO REALTY TRUST [ VNO ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 5,007.63(1) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | ||||
Options (Right to Buy) | 01/28/2003 | 01/28/2012 | Common Shares | 1,671 | 41.285 | D | |
Options (Right to Buy) | 02/08/2006 | 02/08/2015 | Common Shares | 2,534 | 70.2986 | D | |
Options (Right to Buy) | 01/20/2008 | 03/07/2017 | Common Shares | 2,006(2) | 121.58 | D | |
Options (Right to Buy) | 01/20/2009 | 02/20/2018 | Common Shares | 2,757(3) | 86.195 | D | |
Options (Right to Buy) | 02/27/2010 | 02/27/2019 | Common Shares | 6,000(4) | 33.815 | D | |
Options (Right to Buy) | 02/27/2012 | 02/28/2021 | Common Shares | 2,002(5) | 91.695 | D | |
Restricted Units | (6) | (6) | Common Shares | 720 | (7) | D | |
Restricted Units | (8) | (8) | Common Shares | 1,100 | (9) | D | |
Restricted Units | (10) | (10) | Common Shares | 436 | (11) | D |
Explanation of Responses: |
1. 45 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 five year period. These 45 Common Shares vest in January of 2012. |
2. These options vested ratably over a five-year period. 1,604 of these options are vested and 402 will vest in January of 2012. |
3. These options vested ratably over a five-year period. 1,654 of these options are vested, 551 will vest in January of 2012 and 552 will vest in January of 2012. |
4. These options vested ratably over a five-year period. 2,400 of these options are vested; 1,200 will vest in January of 2012; 1,200 will vest in January of 2013 and 1,200 will vest in January of 2013. |
5. These options vest ratably over a four-year period with the first vesting occurring on February 27, 2012. |
6. On February 27, 2009, 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. |
7. The remaining unvested Restricted Units vest in equal portions over a three-year period with the initial vesting occurring on February 27, 2012. |
8. On March 11, 2010, 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. |
9. 275 of these units are vested. The remaining Restricted Units vest in equal portions over a three-year period with the initial vesting occurring on February 27, 2012. |
10. 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. |
11. These Restricted Units vest in equal portions over a four-year period with the initial vesting occurring on February 27, 2012. |
/s/ Steven Santora, Attorney in Fact | 08/03/2011 | |
** 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. |
Annex A
POWER OF ATTORNEY
Know all persons by these presents, that the undersigned, Mark Falanga, hereby constitutes and appoints each of Joseph Macnow, Steven Santora and Alan J. Rice, signing singly, the undersigned’s true and lawful attorney-in-fact and agent in any and all capacities to:
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 or 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 grants to each attorney-in-fact full power and authority to delegate any or all of the foregoing powers to any person or persons whom the attorney-in-fact may select. 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 Act 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 Company and the attorneys-in-fact (and any persons to whom they delegate the powers granted herein) against 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 or 5 (including amendments thereto)
and agrees to reimburse the Company and the attorneys-in-fact herein (and any persons to whom they delegate the powers herein granted) 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]
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IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 26th day of July, 2011.
Mark Falanga
Signature
STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
On the 26th day of July, 2011 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.
ILONA JACQUELINE WILLIAMS | |
My term expires: ----------> | NOTARY PUBLIC |
State of New York | |
No. 01-WI604438 | |
Qualified - Richmond County | |
Commission Exp. July 3, 2014 |
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