GREENBAUM DAVID R 4

Accession 0001179110-19-000789

CIK 0000899689other

View on SEC.gov Company Profile

Filed

Jan 15, 7:00 PM ET

Accepted

Jan 16, 5:45 PM ET

Size

26.6 KB

Accession

0001179110-19-000789

Insider Transaction Report

Form 4

Period: 2019-01-11

VORNADO REALTY TRUSTVNO

GREENBAUM DAVID R

President - NY Office Division

Transactions

Award
AO RUs
2019-01-14+87,127→ 87,127 total
Exp: 2029-01-14→ Common Shares (87,127 underlying)
Award
Restricted Units
2019-01-14+12,407→ 12,407 total
→ Common Shares (12,407 underlying)
Gift
Common Shares
2019-01-11−150,000→ 43,577 total
Award
Restricted Units
2019-01-14+53,076→ 53,076 total
→ Common Shares (53,076 underlying)

Holdings

Class A Units
(indirect: By Trust)
→ Common Shares (200,000 underlying)
200,000
Class A Units
(indirect: By Trust)
→ Common Shares (1,520 underlying)
1,520
Common Shares
(indirect: By Trust)
14,930
Common Shares
(indirect: By Trust)
39,030
Class A Units
(indirect: By Trust)
→ Common Shares (1,520 underlying)
1,520
Common Shares
(indirect: By LLC)
150,000
Class A Units
→ Common Shares (120,103 underlying)
120,103
Class A Units
(indirect: By LLC)
→ Common Shares (49,817 underlying)
49,817
Class A Units
(indirect: By Spouse)
→ Common Shares (12,948 underlying)
12,948
Common Shares
(indirect: By Trust)
30,700

Footnotes (15)

[F1]Common shares of beneficial interest, par value $.04 per share (the "Common Shares"), of Vornado Realty Trust (the "Company").
[F10]Reflects contribution of Common Shares to an LLC that is 100% owned by a trust of which the reporting person is not a trustee.
[F11]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.
[F12]The Restricted Units vest in equal portions over a four-year period with the initial vesting occurring on January 10, 2020.
[F13]The Restricted Units vest ratably throughout 2019, subject to the continued employment of the reporting person during the vesting period.
[F14]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.
[F15]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.
[F2]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.
[F3]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.
[F4]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.
[F5]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.
[F6]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.
[F7]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.
[F8]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.
[F9]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.

Documents

1 file

4
edgar.xmlPrimary
FORM 4 -

Issuer

VORNADO REALTY TRUST

CIK 0000899689

→

Entity typeother

Related Parties

filerCIK 0001246478

Filing Metadata

Form type: 4
Filed: Jan 15, 7:00 PM ET
Accepted: Jan 16, 5:45 PM ET
Size: 26.6 KB

View on SEC.gov