0001415889-23-010585.txt : 20230703 0001415889-23-010585.hdr.sgml : 20230703 20230703170010 ACCESSION NUMBER: 0001415889-23-010585 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230629 FILED AS OF DATE: 20230703 DATE AS OF CHANGE: 20230703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Franco Michael J. CENTRAL INDEX KEY: 0001504696 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11954 FILM NUMBER: 231065805 MAIL ADDRESS: STREET 1: C/O VORNADO REALTY TRUST STREET 2: 888 7TH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 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 form4-07032023_050705.xml X0407 4 2023-06-29 0000899689 VORNADO REALTY TRUST VNO 0001504696 Franco Michael J. C/O VORNADO REALTY TRUST 888 7TH AVENUE NEW YORK NY 10019 false true false false PRESIDENT AND CFO 0 Restricted Units 2023-06-29 4 A 0 325000 A Common Shares 325000 325000 D AO RUs 2023-06-29 4 A 0 1950000 A 2033-06-29 Common Shares 1950000 1950000 D On June 29, 2023, 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"). 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 right to redeem Class A Units does not have an expiration date. The Restricted Units vest in two equal installments on June 29, 2026 and June 29, 2027, subject to the reporting person's continuous service with the Company at each vesting date. Each installment is subject to a one year post-vesting restriction on sale. On June 29, 2023, 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 satisfaction of certain performance hurdles and upon vesting, are convertible by the holder into a number of Class A Units determined by reference to the increase in the value of a Company common share during the term of the award over the grant date common share price of $16.87, which was the average of the high and low trading process of the Company's common shares on June 29, 2023. 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 right to redeem Class A Units does not have an expiration date. The AO RUs, or a portion thereof, may be earned based upon the Company's satisfaction of the following performance hurdles prior to the expiration date: one-third of the AO RUs may be earned if the average closing price of the Company's common shares over a consecutive 20-trading day period (the "Applicable Price") equals or exceeds $21.0875 per Company common share (a 25% increase above the grant date price); two-thirds of the AO RUs may be earned if the Applicable Price equals or exceeds $25.3050 per Company common share (a 50% increase above the grant date price); and 100% of the AO RUs may be earned if the Applicable Price equals or exceeds $29.5225 per Company common share (a 75% increase above the grant date price). If none of these performance hurdles are satisfied during the term of the award then the AO RUs will have lapsed and have no value. The AO RUs are also subject to service-based vesting conditions, with 20% of the AO RUs vesting on June 29, 2026 and the remaining 80% of the AO RUs vesting on June 29, 2027, subject to the reporting person's continuous service with the Company at each vesting date. The right to convert the AO RUs into Class A Units, to the extent earned and vested, expires on June 29, 2033. The right to redeem Class A Units does not have an expiration date. /s/ Ryan Saum, Attorney-in-Fact 2023-07-03