Barry Langer - Apr 5, 2023 Form 4 Insider Report for VORNADO REALTY TRUST (VNO)

Role: EVP - DEV. CO-HEAD OF R.E.
Signature: /s/ Ryan Saum, Attorney-in-Fact
Stock symbol: VNO
Transactions as of: Apr 5, 2023
Transactions value $: $0
Form type: 4
Date filed: 4/6/2023, 04:30 PM
Previous filing: Jan 13, 2023
Next filing: Jul 3, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	VNO	LTIP Units	Award	$0	+11.7K		$0.00	11.7K	Apr 5, 2023	Common Shares	11.7K		Direct	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	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 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.