SEC Form 4 · accession 0001179110-17-005569
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 3, 2017
Accepted (ET)
Apr 4, 2017 · 4:42 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 | — | Apr 3, 2017 | M | 12,477 | D | — | — | Common Shares | 12,477 | 0 | D |
| Restricted UnitsF3,F4 | — | Apr 3, 2017 | M | 11,355 | D | — | — | Common Shares | 11,355 | 11,355 | D |
| LTIP UnitsF5,F6 | — | Apr 3, 2017 | M | 31,104 | D | — | — | Common Shares | 31,104 | 0 | D |
| LTIP UnitsF5,F7 | — | Apr 3, 2017 | M | 27,141 | D | — | — | Common Shares | 27,141 | 27,141 | D |
| LTIP UnitsF5,F8 | — | Apr 3, 2017 | M | 47,755 | D | — | — | Common Shares | 47,755 | 63,160 | D |
| Class A UnitsF10,F9 | — | Apr 3, 2017 | M | 129,832 | A | — | — | Common Shares | 129,832 | 498,266 | D |
Explanation of responses
- F1On March 15, 2013, 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.
- F10These 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'selection, 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 Restricted Units vested in equal portions over a four-year period. The initial vesting occurred on February 27, 2014.
- F3On 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.
- F4These Restricted Units vested in equal portions over a four-year period. The initial vesting occurred on January 10, 2015.
- F5The 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.
- F6Earned LTIP Units vested one-third on each of March 30, 2015, 2016 and 2017.
- F7Earned LTIP Units will vest one-third on each of March 15, 2016, 2017 and 2018
- F8Other than 16,176, 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 January 10, 2017, 2018 and 2019.
- F9Class 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 Sharesof the issuer on a one for one basis or the cash value of such shares.