SEC Form 4 · accession 0001179110-18-006555
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
May 8, 2018
Accepted (ET)
May 10, 2018 · 4:09 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 SharesF1 | May 8, 2018 | M | 20,492 | — | A | 2,987,031 | D | |
| Common SharesF2 | holding | — | — | — | 5,503,548 | I | Held by partnership | |
| Common SharesF3 | holding | — | — | — | 3,873 | I | Held by foundation | |
| Common SharesF4 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom UnitsF1,F5,F6 | — | May 8, 2018 | M | 20,492 | D | — | — | Common Shares | 20,492 | 0 | D |
Explanation of responses
- F1On May 8, 2018, Mr. Roth received 20,492 Common Shares of Vornado Realty Trust in settlement of an equal number of Phantom Units held pursuant to the Vornado Realty Trust Nonqualified Deferred Compensation Plan.
- F2These 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.
- F3These 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.
- F4These 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.
- F5Conversion or exercise price of 1 for 1. The Phantom Units represent compensation deferred by the Reporting Person into interests held through the Vornado Realty Trust Nonqualifed Deferred Compensation Plan that are valued with respect to the underlying security,which in this case is common shares of Vornado Realty Trust.
- F6The Phantom Units were settled by a distribution to the Reporting Person of the underlying security from the Vornado Realty Trust Nonqualified Deferred Compensation Plan.