SEC Form 4 · accession 0001179110-18-013740
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
Aug 31, 2018
Accepted (ET)
Dec 12, 2018 · 4:09 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 SharesF1 | Dec 10, 2018 | M | 413,701 | $24.5212 | A | 3,400,732 | D | |
| Common SharesF1 | Dec 10, 2018 | F | 286,130 | $70.15 | D | 3,114,602 | D | |
| Common SharesF1,F2 | holding | — | — | — | 5,503,548 | I | Held by partnership | |
| Common SharesF1,F3 | holding | — | — | — | 3,873 | I | Held by foundation | |
| Common SharesF1,F4 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A UnitsF8,F5,F7 | — | Aug 31, 2018 | J | 1,232 | A | — | — | Common Shares | 1,232 | 609,720 | D |
| Options (Right to Buy) | $24.5212 | Dec 10, 2018 | M | 413,701 | D | Feb 27, 2010 | Feb 27, 2019 | Common Shares | 413,701 | 0 | D |
Explanation of responses
- F1Common Shares of beneficial interest, par value $.04 per share (the "Common Shares"), of Vornado Realty Trust (the "Company").
- 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 5,603,548 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.
- F5Class A Units are redeemable (subject to certain limitations set forth in the Vornado Realty L.P. (the "Operating Partnership") limited partnership agreement) by the holder for cash or, at the Company's election, Common Shares on a one for one basis or the cash value of such shares.
- F6These Class A Units were acquired upon a distribution by an unaffiliated investment vehicle to Mr. Roth.
- F7These 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 Company'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.
- F8Average of the high/low stock price for Vornado Realty Trust [VNO], on the date of transfer.