Edgar Filing: ROTH STEVEN

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ROTH STEVEN

2. Issuer Name and Ticker or Trading Symbol
VORNADO REALTY TRUST [VNO]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman

(Last)

(First)

(Middle)

888 SEVENTH AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
08/16/2011

(Street)

NEW YORK, NY 10019

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	08/16/2011		G⁽⁶⁾	V	10	D	$ 0	1,644,559 ⁽¹⁾ ⁽⁷⁾	D
Common Shares	10/06/2011		G⁽⁸⁾	V	20,526	D	$ 0	779,102 ⁽⁷⁾	I	Held by grantor retained annuity trusts ⁽⁴⁾
Common Shares	10/10/2011		G⁽⁸⁾	V	29,394	D	$ 0	749,708 ⁽⁷⁾	I	Held by grantor retained annuity trusts ⁽⁴⁾
Common Shares	10/12/2011		G⁽⁸⁾	V	8,866	D	$ 0	677,812 ⁽⁷⁾	I	Held by grantor retained annuity trusts ⁽⁴⁾
Common Shares	11/24/2011		G⁽⁸⁾	V	14,902	D	$ 0	319,054 ⁽⁷⁾	I	Held by grantor retained annuity trusts ⁽⁴⁾
Common Shares	12/29/2011		M		248,704	A	$ 41.5241	2,432,033 ⁽¹⁾ ⁽⁹⁾	D
Common Shares	12/29/2011		M		265,061	A	$ 41.285	2,697,094 ⁽¹⁾	D
Common Shares	12/29/2011		M		249,419	A	$ 41.4048	2,946,513 ⁽¹⁾	D
Common Shares	12/29/2011		F		583,647	D	$ 76.92	2,362,866 ⁽¹⁾	D
Common Shares	12/31/2011		S		41,960	D	$ 77.1606 ⁽¹⁰⁾	2,320,906 ⁽¹⁾	D
Common Shares	01/03/2012		S		132,735	D	$ 77.2619 ⁽¹¹⁾	2,188,171 ⁽¹⁾	D
Common Shares								3,873	I	Held by foundation ⁽²⁾
Common Shares								37,299	I	Held by spouse ⁽³⁾
Common Shares								5,603,548	I	Held by partnership ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Options (Right to Buy)

$ 41.5241

12/29/2011

248,704

01/28/2003

01/28/2012

Common Shares

248,704

$ 0

Options (Right to Buy)

$ 41.285

12/29/2011

265,061

01/28/2003

01/28/2012

Common Shares

265,061

$ 0

Options (Right to Buy)

$ 41.4048

12/29/2011

249,419

01/28/2003

01/28/2012

Common Shares

249,419

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ROTH STEVEN 888 SEVENTH AVENUE NEW YORK, NY 10019	X		Chairman

Signatures

/s/ Steven Santora, Attorney in Fact		01/03/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Of these common shares of beneficial interest, par value $.04 per share (the "Common Shares") of Vornado Realty Trust (the "Company"), 6,847 are subject to restrictions on transfer imposed by Vornado Realty Trust of which 3,423 expire on March 31, 2012 and 3,424 expire on March 31, 2013.
(2)	These Common Shares are held by the Daryl and Steven Roth Foundation, a charitable foundation, over which Mr. Roth holds sole voting and investment power. Mr. Roth disclaims any pecuniary interest in these Common Shares.
(3)	These Common Shares are held by Mr. Roth's spouse. The filing of this Form 4 shall not be deemed an admission that Mr. Roth is the beneficial owner of the Common Shares.
(4)	These Common Shares are held in grantor retained annuity trusts. The filing of this Form 4 shall not be deemed an admission that Mr. Roth is the beneficial owner of the Common Shares.
(5)	These Common Shares are held by Interstate Properties, a New Jersey general partnership of which Mr. Roth is the managing general partner. The filing of this Form 4 shall not be deemed an admission that Mr. Roth is the beneficial owner of these 5,603,548 Common Shares, except to the extent of his pecuniary interest.
(6)	These Common Shares were a gift to an unafiliated recipient.
(7)	Reflects the number of Common Shares in grantor retained annuity trusts, after distributions in accordance with the requirements of the applicable grantor retained annuity trusts.
(8)	Reflects the number of Common Shares distributed in accordance with the requirements of the applicable grantor retained annuity trusts to certain family trusts of which the reporting person is not a trustee.
(9)	Reflects the number of Common Shares after distributions to the reporting person in accordance with the requirements of the appropriate grantor retained annuity trusts.
(10)	Represents weighted average sale price. These Common Shares were sold through the execution of a single market order at prices ranging between $77.00 and $77.31. Full information regarding the number of shares sold at each separate price will be provided upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer.
(11)	Represents weighted average sale price. These Common Shares were sold through the execution of a single market order at prices ranging between $77.25 and $77.40. Full information regarding the number of shares sold at each separate price will be provided upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer.

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