SEC Form 4 · accession 0001179110-15-008587
VORNADO REALTY TRUST · VNO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mitchell N Schear
Officer — President - VNO/Smith Division
Period of report
May 21, 2015
Accepted (ET)
May 26, 2015 · 5:03 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000899689
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted UnitsF1,F2 | — | May 21, 2015 | M | 3,455 | D | — | — | Common Shares | 3,455 | 0 | D |
| Restricted UnitsF14,F3,F4 | — | May 21, 2015 | M | 4,071 | D | — | — | Common Shares | 4,071 | 0 | D |
| Restricted UnitsF14,F5,F6 | — | May 21, 2015 | M | 4,116 | D | — | — | Common Shares | 4,116 | 4,117 | D |
| Restricted UnitsF14,F7,F8 | — | May 21, 2015 | M | 9,503 | D | — | — | Common Shares | 9,503 | 9,981 | D |
| LTIP UnitF14,F9,F10 | — | May 21, 2015 | M | 7,968 | D | — | — | Common Shares | 7,968 | 11,310 | D |
| LTIP UnitsF14,F9,F11 | — | May 21, 2015 | M | 855 | D | — | — | Common Share | 855 | 5,637 | D |
| Class A UnitsF13,F12 | — | May 21, 2015 | M | 29,968 | A | — | — | Common Shares | 29,968 | 29,968 | D |
Explanation of responses
- F1On March 7, 2007, 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 Issuer. These 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. Class A Units are redeemable (subject to certain limitations set forth in the Operating Partnership limited partnership agreement) by the holder for cash or, at the issuer's election, Common Shares of the Issuer on a one for one basis or the cash value of such shares.
- F10Other than 2,313, LTIP Units to be issued to the reporting person under the Plan based upon a dividend accrual, earned LTIP Units vested one-third on March 30, 2015, and the remaining 11,310 LITP's will vest one-third on March 30 of 2016 and 2017.
- F11Other than 855, 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.
- F12Class A Units are redeemable (subject to certain limitations set forth in the Operating Partnership limited partnership agreement) by the holder for cash or, at the issuer's election, Common Shares of the issuer on a one for one basis or the cash value of such shares.
- F13These 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, at the issuer's election, Common Shares of the Issuer on a one for one basis or the cash value of such shares. Class A Units do not have expiration dates.
- F14On January 15, 2015, Vornado Realty Trust ("Vornado") completed the spin-off of Urban Edge Properties ("UEP"), with each holder of outstanding Class A Units of the Issuer receiving one common share of UEP for every two Class A Units. At the same time, pursuant to anti-dilution provisions of Vornado's 2010 Omnibus Share Plan, holders of unvested Restricted Units and LTIP Units received an additional .1059456 Unit for each unvested Unit owned as of the record date for the distribution.
- F2These Restricted Units vested in equal portions over a five-year period. The initial vesting occurred on March 7, 2008.
- F3On February 28, 2011, the reporting person received a grant of Restricted Units of the Operating Partnership. These Restricted Units are being converted into Class A Units on a one for one basis pursuant to their terms.
- F4These Restricted Units vested in equal portions over a four-year period. The initial vesting occurred on February 27, 2012.
- F5On March 30, 2012, the reporting person received a grant of Restricted Units of the Operating Partnership. These Restricted Units are being converted into Class A Units on a one for one basis pursuant to their terms.
- F6These Restricted Units vest in equal portions over a four-year period. The initial vesting occurred on February 27, 2013.
- F7On March 15, 2013, the reporting person received a grant of Restricted Units of the Operating Partnership. These Restricted Units are being converted into Class A Units on a one for one basis pursuant to their terms.
- F8These Restricted Units vest in equal portions over a four-year period. The initial vesting occurred on February 27, 2014.
- F9The LTIP Units are a class of units of the Operating Partnership 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.