SEC Form 4 · accession 0001179110-19-000789
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
Jan 11, 2019
Accepted (ET)
Jan 16, 2019 · 5:45 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 | Jan 11, 2019 | G | 150,000 | $0.00 | D | 43,577 | D | |
| Common SharesF1,F10 | holding | — | — | — | 150,000 | I | Held by LLC | |
| Common SharesF1,F2 | holding | — | — | — | 39,030 | I | Held by trust | |
| Common SharesF1,F2 | holding | — | — | — | 14,930 | I | Held by trust | |
| Common SharesF1 | holding | — | — | — | 30,700 | I | Held by trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted UnitsF11,F12 | — | Jan 14, 2019 | A | 53,076 | A | — | — | Common Shares | 53,076 | 53,076 | D |
| Restricted UnitsF11,F13 | — | Jan 14, 2019 | A | 12,407 | A | — | — | Common Shares | 12,407 | 12,407 | D |
| AO RUsF14,F15 | — | Jan 14, 2019 | A | 87,127 | A | — | Jan 14, 2029 | Common Shares | 87,127 | 87,127 | D |
| Class A UnitsF3,F4,F5 | — | holding | — | — | — | — | — | Common Shares | 120,103 | 120,103 | D |
| Class A UnitsF6,F3,F4 | — | holding | — | — | — | — | — | Common Shares | 200,000 | 200,000 | I |
| Class A UnitsF7,F3,F4 | — | holding | — | — | — | — | — | Common Shares | 49,817 | 49,817 | I |
| Class A UnitsF8,F3,F4 | — | holding | — | — | — | — | — | Common Shares | 1,520 | 1,520 | I |
| Class A UnitsF2,F3,F4 | — | holding | — | — | — | — | — | Common Shares | 1,520 | 1,520 | I |
| Class A UnitsF9,F3,F4 | — | holding | — | — | — | — | — | Common Shares | 12,948 | 12,948 | I |
Explanation of responses
- F1Common shares of beneficial interest, par value $.04 per share (the "Common Shares"), of Vornado Realty Trust (the "Company").
- F10Reflects contribution of Common Shares to an LLC that is 100% owned by a trust of which the reporting person is not a trustee.
- F11On January 14, 2019, the reporting person received a grant of restricted units (the "Restricted Units") of Vornado Realty L.P. (the "Operating Partnership"), the operating partnership of Vornado Realty Trust (the "Company" or "VNO"). The Restricted Units are a class of units of the Operating Partnership that following the occurrence of certain events and upon vesting are convertible by the holder into an equivalent number of Class A Units of the Operating Partnership ("Class A Units"). Class A Units of the Operating Partnership are redeemable by the holder for cash or, at the Company's election, common shares of the Company on a one-for-one basis or the cash value of such shares.
- F12The Restricted Units vest in equal portions over a four-year period with the initial vesting occurring on January 10, 2020.
- F13The Restricted Units vest ratably throughout 2019, subject to the continued employment of the reporting person during the vesting period.
- F14On January 14, 2019, the reporting person received a grant of appreciation only restricted units (the "AO RUs") of the Operating Partnership. The AO RUs are a class of units of the Operating Partnership that, following the occurrence of certain events and upon vesting, are convertible by the holder into an equivalent number of Class A Units determined by reference to the increase in the value of a VNO common share at the time of conversion over the value of a VNO common share at the time of grant. Class A Units of the Operating Partnership are redeemable by the holder for cash or, at the Company's election, common shares of the Company on a one-for-one basis or the cash value of such shares.
- F15The AO RUs vest in equal portions over a four-year period with the initial vesting occurring on January 10, 2020; provided, however, that if VNO common shares do not trade on the principal exchange on which the common shares are listed for 20 consecutive trading days during the four-year period commencing on the grant date of the AO RUs at a price that is at least 110% of value of a VNO common share on the date of grant of the AO RUs then the AO RUs will have lapsed and have no value. The right to convert the AO RUs into Class A units has a maximum term of 10 years. The right to redeem Class A Units does not have an expiration date.
- F2These Common Shares are held by a trust of which the reporting person is not a trustee, Mr. Greenbaum disclaims beneficial ownership of these Common Shares.
- F3Class A Units ("Class A Units") of Vornado Realty L.P. (the "Operating Partnership"), are 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.
- F4These 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.
- F5The decline of 100,000 Class A Units directly held since Mr. Greenbaum's immediately preceding Form 4 filing is attributable to contributions to a grantor retained annuity trust.
- F6These Class A Units are held in grantor retained annuity trust. The filing of this Form 4 shall not be deemed an admission that Mr. Greenbaum is the beneficial owner of these Class A Units. 100,000 Class A Units were previously reported as directly beneficially owned.
- F7These Class A Units are held by DL Investments LLC, an entity in which Mr. Greenbaum and his spouse own 100%. Mr. Greenbaum disclaims beneficial ownership of these units except to the extent of his pecuniary interest.
- F8These Class A Units are held by a trust of which the reporting person is not a trustee, Mr. Greenbaum disclaims beneficial ownership of these Class A Units.
- F9These Class A Units are owned by Mr. Greenbaum's spouse (both directly and indirectly). Mr. Greenbaum disclaims beneficial ownership of these units except to the extent of his pecuniary interest.