SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

VORNADO REALTY LP

(Last)

(First)

(Middle)

888 SEVENTH AVENUE

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CAPITAL TRUST INC [ CT ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2004

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, par value $.01 per share	09/22/2004		C		1,424,474	A	⁽¹⁾⁽²⁾	1,424,474	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
See Footnote 3⁽³⁾	⁽⁴⁾	09/22/2004		C			50,000	05/15/2000	⁽⁵⁾	See Footnote 6⁽⁶⁾	1,424,474	⁽¹⁾⁽²⁾	0	D

Explanation of Responses:

1. Beneficial ownership of 1,424,474 shares of Class A Common stock, par value $.01 per share ("Common Stock"), of Capital Trust, Inc. (the "Issuer") is being reported hereunder. The Common Stock was acquired upon Vornado Realty L.P.'s conversion as of September 22, 2004 of 50,000 Variable Rate Step Up Convertible Trust Preferred Securities (Liquidation Amount $1,000 per Security)(the "Preferred Securities") issued by CT Convertible Trust I (the "Trust"), of which $29,914,000 of liquidation amount of the Preferred Securities (the "Convertible Amount") was convertible into Common Stock. [Continued in footnote 2]

2. The Convertible Amount of the Preferred Securities was converted into a like amount of Convertible Debentures of the Issuer and the Convertible Debentures were converted into Common Stock at a rate of 47.619 shares per $1,000 principal amount of Convertible Debentures, following the adjustment to prevent dilution (142.857 became 47.619 as a result of a reverse stock split). Previously, the non-convertible portion of the Preferred Securities was redeemed by the Trust. Vornado Realty Trust is the sole general partner of Vornado Realty L.P. and as of June 30, 2004 owned 86.6% of the common limited partnership interests in Vornado Realty L.P.

3. Variable Rate Step Up Convertible Trust Preferred Securities.

4. 47.619 shares of Common Stock, par value $.01 per share, per $1,000 principal amount of Convertible Securities.

5. Last business day prior to 9/30/18.

6. Class A Common Stock, par value $.01 per share.

	/s/ Vornado Realty L.P. by Joseph Macnow	10/04/2004
	** 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 4 (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).
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