0001179110-19-000789.txt : 20190116 0001179110-19-000789.hdr.sgml : 20190116 20190116174533 ACCESSION NUMBER: 0001179110-19-000789 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190111 FILED AS OF DATE: 20190116 DATE AS OF CHANGE: 20190116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GREENBAUM DAVID R CENTRAL INDEX KEY: 0001246478 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11954 FILM NUMBER: 19529746 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VORNADO REALTY TRUST CENTRAL INDEX KEY: 0000899689 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 221657560 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-894-7000 MAIL ADDRESS: STREET 1: 888 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10019 4 1 edgar.xml FORM 4 - X0306 4 2019-01-11 0 0000899689 VORNADO REALTY TRUST VNO 0001246478 GREENBAUM DAVID R 888 SEVENTH AVENUE NEW YORK NY 10019 0 1 0 0 President - NY Office Division Common Shares 2019-01-11 4 G 0 150000 0 D 43577 D Common Shares 150000 I Held by LLC Common Shares 39030 I Held by trust Common Shares 14930 I Held by trust Common Shares 30700 I Held by trust Class A Units Common Shares 120103 120103 D Class A Units Common Shares 200000 200000 I Held by a grantor retained annuity trust Class A Units Common Shares 49817 49817 I Held by LLC Class A Units Common Shares 1520 1520 I Held by Trust Class A Units Common Shares 1520 1520 I Held by Trust Class A Units Common Shares 12948 12948 I Held by Spouse Restricted Units 2019-01-14 4 A 0 53076 A Common Shares 53076 53076 D Restricted Units 2019-01-14 4 A 0 12407 A Common Shares 12407 12407 D AO RUs 2019-01-14 4 A 0 87127 A 2029-01-14 Common Shares 87127 87127 D Common shares of beneficial interest, par value $.04 per share (the "Common Shares"), of Vornado Realty Trust (the "Company"). These 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. Class 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. These 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. The 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. These 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. These 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. These 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. These 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. Reflects contribution of Common Shares to an LLC that is 100% owned by a trust of which the reporting person is not a trustee. On 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. The Restricted Units vest in equal portions over a four-year period with the initial vesting occurring on January 10, 2020. The Restricted Units vest ratably throughout 2019, subject to the continued employment of the reporting person during the vesting period. On 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. The 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. /s/ Steven Santora, Attorney in Fact 2019-01-16