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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Units | (1) | 05/21/2015 | M | 3,455 | (2) | (2) | Common Shares | 3,455 | (1) | 0 | D | ||||
| Restricted Units | (3) | 05/21/2015 | M | 4,071 (14) | (4) | (4) | Common Shares | 4,071 | (3) | 0 | D | ||||
| Restricted Units | (5) | 05/21/2015 | M | 4,116 (14) | (6) | (6) | Common Shares | 4,116 | (5) | 4,117 (14) | D | ||||
| Restricted Units | (7) | 05/21/2015 | M | 9,503 (14) | (8) | (8) | Common Shares | 9,503 | (7) | 9,981 (14) | D | ||||
| LTIP Unit | (9) | 05/21/2015 | M | 7,968 (14) | (9)(10) | (9) | Common Shares | 7,968 | (9) | 11,310 (14) | D | ||||
| LTIP Units | (9) | 05/21/2015 | M | 855 (14) | (9)(11) | (9) | Common Share | 855 | (9) | 5,637 (14) | D | ||||
| Class A Units | (12) | 05/21/2015 | M | 29,968 | (13) | (13) | Common Shares | 29,968 | (13) | 29,968 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SCHEAR MITCHELL N 2345 CRYSTAL DRIVE SUITE 1100 ARLINGTON, VA 22202 |
President - VNO/Smith Division | |||
| /s/ Mitchell Schear | 05/26/2015 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On March 7, 2007, the reporting person received a grant of restricted units (the "Restricted Units") of Vornado Realty L.P. (the "Operating Partnership"), the operating partnership of the Issuer. These Restricted Units are being converted into Class A Units of the Operating Partnership ("Class A Units") on a one for one basis pursuant to their terms. Class A Units are redeemable (subject to certain limitations set forth in the Operating Partnership limited partnership agreement) by the holder for cash or, at the issuer's election, Common Shares of the Issuer on a one for one basis or the cash value of such shares. |
| (2) | These Restricted Units vested in equal portions over a five-year period. The initial vesting occurred on March 7, 2008. |
| (3) | On February 28, 2011, the reporting person received a grant of Restricted Units of the Operating Partnership. These Restricted Units are being converted into Class A Units on a one for one basis pursuant to their terms. |
| (4) | These Restricted Units vested in equal portions over a four-year period. The initial vesting occurred on February 27, 2012. |
| (5) | On March 30, 2012, the reporting person received a grant of Restricted Units of the Operating Partnership. These Restricted Units are being converted into Class A Units on a one for one basis pursuant to their terms. |
| (6) | These Restricted Units vest in equal portions over a four-year period. The initial vesting occurred on February 27, 2013. |
| (7) | On March 15, 2013, the reporting person received a grant of Restricted Units of the Operating Partnership. These Restricted Units are being converted into Class A Units on a one for one basis pursuant to their terms. |
| (8) | These Restricted Units vest in equal portions over a four-year period. The initial vesting occurred on February 27, 2014. |
| (9) | The LTIP Units are a class of units of the Operating Partnership conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes. The LTIP Units are convertible by the reporting person, upon vesting, into an equivalent number of Class A Units of the Operating Partnership, which are redeemable (subject to certain limitations set forth in the Operating Partnership limited partnership agreement), by the holder for Common Shares of the Issuer on a one-for-one basis or the cash value of such shares, at the Issuer's option. The rights to convert LTIP Units into Class A Units and redeem Class A Units do not have expiration dates. |
| (10) | Other than 2,313, LTIP Units to be issued to the reporting person under the Plan based upon a dividend accrual, earned LTIP Units vested one-third on March 30, 2015, and the remaining 11,310 LITP's will vest one-third on March 30 of 2016 and 2017. |
| (11) | Other than 855, LTIP Units to be issued to the reporting person under the Plan based upon a dividend accrual, earned LTIP Units will vest one-third on each of March 15, 2016, 2017 and 2018. |
| (12) | Class A Units are redeemable (subject to certain limitations set forth in the Operating Partnership limited partnership agreement) by the holder for cash or, at the issuer's election, Common Shares of the issuer on a one for one basis or the cash value of such shares. |
| (13) | 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's election, 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. |
| (14) | On January 15, 2015, Vornado Realty Trust ("Vornado") completed the spin-off of Urban Edge Properties ("UEP"), with each holder of outstanding Class A Units of the Issuer receiving one common share of UEP for every two Class A Units. At the same time, pursuant to anti-dilution provisions of Vornado's 2010 Omnibus Share Plan, holders of unvested Restricted Units and LTIP Units received an additional .1059456 Unit for each unvested Unit owned as of the record date for the distribution. |