SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

1. Name and Address of Reporting Person^*

KENNEDY CHRISTOPHER

(Last)

(First)

(Middle)

222 MERCHANDISE MART PLAZA

SUITE 470

(Street)

CHICAGO

60654

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President - Merchandise Mart

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2010

4. If Amendment, Date of 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

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	12/15/2010		J⁽¹⁾		1,180	A	$0	135,127⁽²⁾	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Units	⁽³⁾							⁽⁴⁾	⁽⁴⁾	Common Shares	31,522		0	D
Class A Units	⁽³⁾	12/15/2010		J⁽¹⁾		8,416		⁽⁴⁾	⁽⁴⁾	Common Shares	8,416	⁽³⁾	8,416	I	Held by Trust⁽⁵⁾

Explanation of Responses:

1. Reporting person became a director of a company that serves as manager of Park Holdings Group, LLC, which owns common shares of Vornado Realty Trust and class A units of Vornado Realty L.P. The reporting person's proportionate share of such common shares and class A units is 1,180 common shares and 8,416 class A units.

2. Common shares of beneficial interest, par value $.04 per share (the "Common Shares"), of Vornado Realty Trust were issued upon the redemption and tender of class A units ("Class A Units") of Vornado Realty L.P. on a one for one basis. 13,460 of these common shares are subject to restrictions on transfer imposed by Vornado Realty Trust of which 312 common shares expire on April 1, 2011, 11,436 common shares expire on March 14, 2011 and 570 expire on March 31, 2011, 571 on March 31, 2012 and 571 expire on March 31, 2013.

3. Class A Units may be redeemed at the election of the holder, in whole or in part for cash equal to the fair market value, at the time of redemption, of one common share for each Class A Unit redeemed or, at the option of Vornado Realty Trust, one such common share for each class A unit tendered for redemption.

4. These Class A Units are immediately redeemable (subject to certain limitations set forth in the Vornado Realty L.P.'s limited partnership agreement). Class A Units have no expiration date.

5. By self, as Trustee of the Christopher G. Kennedy 1987 Trust.

	/s/ Alan J. Rice, Attorney in Fact	12/17/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.