0001415889-24-003190.txt : 20240209 0001415889-24-003190.hdr.sgml : 20240209 20240209170043 ACCESSION NUMBER: 0001415889-24-003190 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240208 FILED AS OF DATE: 20240209 DATE AS OF CHANGE: 20240209 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Franco Michael J. CENTRAL INDEX KEY: 0001504696 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11954 FILM NUMBER: 24615923 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] ORGANIZATION NAME: 05 Real Estate & Construction 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 form4-02092024_050222.xml X0508 4 2024-02-08 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 LTIP Units 2024-02-08 4 A 0 46714 0 A Common Shares 46714 46714 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 2023 and were subject to performance-based vesting hurdles based on achievement of operational performance metrics for the year ended December 31, 2023, and remain subject to certain additional performance-based vesting hurdles based on the Company's total shareholder return for the period from January 11, 2023 through January 11, 2026 (the "TSR Performance Period"). On February 8, 2024, 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 11, 2026 and January 11, 2027, subject to continued employment. Each LTIP and Class A Unit acquired upon conversion of such LTIP Unit is subject to an additional one-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 one year after the vesting date. /s/ Ryan Saum, Attorney-in-Fact 2024-02-09