SEC Form 4 · accession 0001179110-15-006293
VORNADO REALTY TRUST · VNO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven Roth
Officer — Chairman & CEO · Director
Period of report
Apr 10, 2015
Accepted (ET)
Apr 14, 2015 · 5:00 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000899689
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF1 | Mar 30, 2015 | G | 9,100 | — | D | 2,973,859 | D | |
| Common SharesF2 | holding | — | — | — | 5,603,548 | I | Held by partnership | |
| Common SharesF3 | holding | — | — | — | 3,873 | I | Held by foundation | |
| Common SharesF4 | holding | — | — | — | 37,299 | I | Held by spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF5,F7,F8,F6,F9 | — | Apr 10, 2015 | A | 61,544 | A | — | — | Common Shares | 61,544 | 106,032 | D |
| LTIP UnitsF5,F7,F10,F6,F11 | — | Apr 10, 2015 | A | 35,710 | A | — | — | Common Shares | 35,710 | 35,710 | D |
Explanation of responses
- F1These common shares (the "Common Shares") of Vornado Realty Trust were a gift.
- F10Represents the number of LTIP Units "earned" as of April 10, 2015, based upon certain performance hurdles having been met by the issuer and the percentage of the Reporting Person's interest in the performance pool established by the Issuer under the Vornado Realty Trust 2013 Outperformance Plan ("2013 OPP").
- F11Other than 4,705, LTIP Units to be issued to the reporting person under the Plan based upon a dividend accrual, earned LTIP Units will vest one-third on each of March 15, 2016, 2017 and 2018.
- F2These Common Shares are held by Interstate Properties, a New Jersey general partnership of which Mr. Roth is the managing general partner. The filing of this Form 4 shall not be deemed an admission that Mr. Roth is the beneficial owner of these 5,603,548 Common Shares, except to the extent of his pecuniary interest
- F3These Common Shares are held by the Daryl and Steven Roth Foundation, a chartitable foundation over which Mr. Roth holds sole voting and investment power. Mr. Roth disclaims any pecuniary interest in these Common Shares
- F4These Common Shares are held by Mr. Roth's spouse. The filing of this Form 4 shall not be deemed an admission that Mr. Roth is the beneficial owner of these Common Shares.
- F5Represents LTIP Units of the Operating Partnership. ("LTIP Units").
- F6The LTIP Units are a class of units of the Vornado Realty L.P., the operating partnership (the "Operating Partnership") through which Vornado Realty Trust conducts its business, conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes. The LTIP Units are convertible by the reporting person, upon vesting, into an equivalent number of Class A Units of the Operating Partnership, which are redeemable (subject to certain limitations set forth in the Operating Partnership limited partnership agreement), by the holder for Common Shares of the Issuer on a one-for-one basis or the cash value of such shares, at the Issuer's option. The rights to convert LTIP Units into Class A Units and redeem Class A Units do not have expiration dates.
- F7Pursuant to the terms of the Vornado Realty Trust 2012 Outperformance Plan (the "Plan") the LTIP Units referenced in this Form 4 were "earned" upon the achievement of performance hurdles as of March 30, 2015, subject to a determination by the Compensation Committee of the Issuer's Board of Trustees (the "Compensation Committee") that such hurdles were met. The determination that these performance hurdles were met was made by the Compensation Commitee on April 10, 2015.
- F8Represents the number of LTIP Units "earned" as of April 10, 2015, based upon certain performance hurdles having been met by the issuer and the percentage of the Reporting Person's interest in the performance pool established by the Issuer under the Vornado Realty Trust 2012 Outperformance Plan ("2012 OPP").
- F9Other than 9,997, LTIP Units to be issued to the reporting person under the Plan based upon a dividend accrual, earned LTIP Units will vest one-third on each of March 30, 2015, 2016 and 2017.