SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Maddock Deirdre K.

(Last)

(First)

(Middle)

C/O VORNADO REALTY TRUST

888 SEVENTH AVE

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/02/2021

3. Issuer Name and Ticker or Trading Symbol
VORNADO REALTY TRUST [ VNO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP - Chief Accounting Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	340⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options (Right to Buy)	01/10/2018	01/13/2027	Common Shares	244	$82.4398	D
Options (Right to Buy)	01/10/2019	01/12/2028	Common Shares	335	$70.3102	D
Options (Right to Buy)	01/10/2020	01/14/2029	Common Shares	387⁽²⁾	$62.6188	D
Options (Right to Buy)	01/10/2021	01/13/2030	Common Shares	1,562⁽³⁾	$66.86	D
Options (Right to Buy)	01/10/2021	03/30/2030	Common Shares	1,462⁽⁴⁾	$36.72	D
Restricted Units⁽⁵⁾	⁽⁶⁾	⁽⁶⁾	Common Shares	1,521	⁽⁵⁾	D
Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Common Shares	21	⁽⁸⁾	D
Restricted Stock Units	⁽⁹⁾	⁽⁹⁾	Common Shares	49	⁽⁸⁾	D
Restricted Stock Units	⁽¹⁰⁾	⁽¹⁰⁾	Common Shares	280	⁽⁸⁾	D
Restricted Stock Units	⁽¹¹⁾	⁽¹¹⁾	Common Shares	230	⁽⁸⁾	D

Explanation of Responses:

1. Common shares of beneficial interest, par value $.04 per share (the "Common Shares"), of Vornado Realty Trust ("the Company").

2. 193 of these options are vested. The remaining options vest in two equal installments on each of January 10, 2022 and January 10, 2023.

3. 391 of these options are vested. The remaining options vest ratably on each of January 10, 2022, January 10, 2023 and January 10, 2024.

4. 366 of these options are vested. The remaining options vest ratably on each of January 10, 2022, January 10, 2023 and January 10, 2024.

5. On January 12, 2021 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 Company. 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.

6. The Restricted Units vest in equal portions over a four-year period with the initial vesting occurring on January 10, 2022.

7. These Restricted Stock Units were granted on January 12, 2018 and vest on January 10, 2022. Prior to the vesting of the award, if the Company pays a dividend on its Common Shares, the reporting person will receive an amount in cash equal to in value to the dividends that the reporting person would have received has the reporting person been the actual owner of the number of Common Shares.

8. Each restricted stock unit represents a contingent right to receive one Common Share.

9. These Restricted Stock Units were granted on January 14, 2019 and vest ratably on January 10, 2022 and January 10, 2023. Prior to the vesting of the award, if the Company pays a dividend on its Common Shares, the reporting person will receive a cash amount equal to the value of the dividends that the reporting person would have received had the reporting person been the actual owner of the number of Common Shares.

10. These Restricted Stock Units were granted on January 13, 2020 and vest ratably on January 10, 2022, January 10, 2023 and January 10, 2024. Prior to the vesting of the award, if the Company pays a dividend on its Common Shares, the reporting person will receive a cash amount equal to the value of the dividends that the reporting person would have received had the reporting person been the actual owner of the number of Common Shares.

11. These Restricted Stock Units were granted on March 30, 2020 and vest ratably on January 10, 2022, January 10, 2023 and January 10, 2024. Prior to the vesting of the award, if the Company pays a dividend on its Common Shares, the reporting person will receive a cash amount equal to the value of the dividends that the reporting person would have received had the reporting person been the actual owner of the number of Common Shares.

	/s/ Ryan G. Saum, Attorney in Fact	11/12/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.