SEC Form 4 · accession 0001179110-16-024036
VORNADO REALTY TRUST · VNO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph Macnow
Officer — EVP - Finance, Chief Admin. Of
Period of report
May 4, 2016
Accepted (ET)
May 6, 2016 · 4:19 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 SharesF2 | May 5, 2016 | G | 380 | $0.00 | D | 5,078 | 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 UnitsF3,F4 | — | May 4, 2016 | M | 3,294 | D | — | — | Common Shares | 3,294 | 0 | D |
| Restricted UnitsF5,F6 | — | May 4, 2016 | M | 4,158 | D | — | — | Common Shares | 4,158 | 4,160 | D |
| Restricted UnitsF7,F8 | — | May 4, 2016 | M | 8,326 | D | — | — | Common Shares | 8,326 | 8,328 | D |
| LTIP UnitF9,F10 | — | May 4, 2016 | M | 5,655 | D | — | — | Common Shares | 5,655 | 5,655 | D |
| LTIP UnitsF9,F11 | — | May 4, 2016 | M | 6,543 | D | — | — | Common Shares | 6,543 | 9,870 | D |
| Class A UnitsF13,F12 | — | May 4, 2016 | M | 27,976 | A | — | — | Common Shares | 27,976 | 97,838 | D |
Explanation of responses
- F1These Common Shares were a gift.
- F10Earned LTIP Units will vest one-third on each of March 30, 2015, 2016 and 2017.
- F11Other than 1,609, 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.
- F2These Common Shares are held by Mr. Macnow's spouse. The filing of this Form 4 shall not be deemed an admission that Mr. Macnow is the beneficial owner of the Common Shares.
- F3On March 30, 2012, 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.
- F4These Restricted Units vested in equal portions over a four-year period. The initial vesting occurred on February 27, 2013.
- F5On 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.
- F6These Restricted Units vested in equal portions over a four-year period. The initial vesting occurred on February 27, 2014.
- F7On January 10, 2014, 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 January 10, 2015.
- 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.