SEC Form 4 · accession 0001179110-16-022121
VORNADO REALTY TRUST · VNO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David R Greenbaum
Officer — President - NY Office Division
Period of report
Mar 21, 2016
Accepted (ET)
Mar 23, 2016 · 4:26 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF1,F3,F4,F2,F5 | — | Mar 21, 2016 | A | 12,931 | A | — | — | Common Shares | 12,931 | 19,696 | D |
Explanation of responses
- F1Represents LTIP Units ("LTIP Units") of Vornado Realty L.P. ("the Operating Partnership").
- F2The LTIP Units are a class of units of the Operating Partnership through which Vornado Realty Trust (the "Issuer") conducts its business, conditioned upon minimum allocations to thecapital 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 oneforone 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.
- F3Pursuant to the terms of the Vornado Realty Trust 2013 Outperformance Plan (the "Plan") the LTIP Units referenced in this Form 4 were issued on March 15, 2013 and were "earned" upon the achievement of performance hurdles as of March 15, 2016, 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 March 21, 2016.
- F4Represents the number of LTIP Units "earned" as of March 21, 2016, based upon certain performance hurdles having been met by the Issuer and the percentage of the Reporting Person'sinterest in the performance pool established by the Issuer under the Plan.
- F5Other than 1,931 LTIP Units to be issued to the reporting person under the Plan based upon a dividend accrual, earned LTIP Units vest one-third on each of March 15, 2016, 2017 and 2018.