0001415889-23-006334.txt : 20230406
0001415889-23-006334.hdr.sgml : 20230406
20230406163011
ACCESSION NUMBER: 0001415889-23-006334
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230405
FILED AS OF DATE: 20230406
DATE AS OF CHANGE: 20230406
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ROTH STEVEN
CENTRAL INDEX KEY: 0000904503
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11954
FILM NUMBER: 23806539
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
form4-04062023_040402.xml
X0407
4
2023-04-05
0000899689
VORNADO REALTY TRUST
VNO
0000904503
ROTH STEVEN
888 SEVENTH AVENUE
NEW YORK
NY
10019
true
true
false
false
CHAIRMAN AND CEO
0
LTIP Units
2023-04-05
4
A
0
54114
0
A
Common Shares
54114
54114
D
Represents LTIP Units of Vornado Realty L.P. (the "Operating Partnership"), the operating partnership of Vornado Realty Trust (the "Company"). The LTIP 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 rights to convert LTIP Units into Class A Units and redeem Class A Units do not have expiration dates.
The LTIP Units were originally issued in January 2022 that were subject to performance-based vesting hurdles based on achievement of operational performance metrics for the year ended December 31, 2022, and which remain subject to certain additional performance-based vesting hurdles based on the Company's total shareholder return for the period from January 12, 2022 through January 12, 2025 (the "TSR Performance Period"). On April 5, 2023, the Company's Compensation Committee determined the level of achievement of the operational performance-based vesting hurdles for these LTIP Units, resulting in the number of LTIP Units reported initially being earned, which amount may be adjusted downwards by up to 30.0% at the conclusion of the TSR Performance Period based on the Company's total shareholder return.
Earned LTIP Units will vest in equal installments on each of January 12, 2025 and January 12, 2026, subject to continued employment. Each LTIP and Class A Unit acquired upon conversion of such LTIP Unit is subject to an additional three-year transfer restriction pursuant to which such LTIP Unit and Class A Unit generally may not be transferred, and the redemption right associated with the Class A Unit may not be exercised until three years after the vesting date.
/s/ Ryan Saum, Attorney-in-Fact
2023-04-06