SEC Form 4 · accession 0001179110-19-003229
VORNADO REALTY TRUST · VNO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael J. Franco
Officer — EVP - Chief Investment Officer
Period of report
Mar 1, 2019
Accepted (ET)
Mar 5, 2019 · 4:16 pm EST
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 | — | Mar 1, 2019 | M | 9,100 | D | — | — | Common Shares | 9,100 | 4,137 | D |
| LTIP UnitsF3,F4 | — | Mar 1, 2019 | M | 12,365 | D | — | — | Common Shares | 12,365 | 0 | D |
| Class A UnitsF5 | — | Mar 1, 2019 | M | 21,465 | A | — | — | Common Shares | 21,465 | 186,036 | D |
Explanation of responses
- F1On January 14, 2016, 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.
- F2These Restricted Units vested in equal portions over a four-year period. The initial vesting occurred on January 10, 2017.
- F3The 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.
- F4Earned LTIP Units vested one-third on each of January 10, 2017, 2018 and 2019.
- F5These 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.