SEC Form 4 · accession 0001179110-16-017841
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
Jan 14, 2016
Accepted (ET)
Jan 19, 2016 · 8:29 pm EST
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 Shares | holding | — | — | — | 3,023,859 | D | ||
| Common SharesF1 | holding | — | — | — | 5,503,548 | I | Held by partnership | |
| Common SharesF2 | holding | — | — | — | 3,873 | I | Held by foundation | |
| Common SharesF3 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted UnitsF4,F5 | — | Jan 14, 2016 | A | 43,025 | A | — | — | Common Shares | 43,025 | 43,025 | D |
Explanation of responses
- F1These 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 5,503,548 Common Shares, except to the extent of his pecuniary interest. The decline of 100,000 Common Shares held by Interstate Properties since Mr. Roth's immediately preceding Form 4 filing is attributable to a distribution by the partnership of 100,000 Common Shares with respect to which 50,000 were distributed to Mr. Roth, which amount did not exceed Mr. Roth's pecuniary interest in the Common Shares held by Interstate Properties.
- F2These Common Shares are held by the Daryl and Steven Roth Foundation, a charitable foundation over which Mr. Roth holds sole voting and investment power. Mr. Roth disclaims any pecuniary interest in these Common Shares.
- F3These 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.
- F4On January 14, 2016, the reporting person received a grant of restricted units (the "Restricted Units") of Vornado Realty L.P. (the "Operating Partnership"), the operating partnership of Vornado Realty Trust ("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.
- F5The Restricted Units vest in equal portions over a four-year period with the initial vesting occurring on January 10, 2017.