sc0001.htm
     
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
  

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*

Information To Be Included In Statements Filed Pursuant To Rule 13d-1(a) and
Amendments Thereto Filed Pursuant To Rule 13d-2(a)

Vornado Realty Trust
(Name of Issuer)
 
Common Shares of Beneficial Interest, $0.04 par value per share
 
(Title of Class of Securities)
 
929042109
 
 
(CUSIP Number)
 
William G. Farrar
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
(212) 558-4000
  
 
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
December 29, 2011
 
 
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 10 Pages

Exhibit Index Appears on Page 10
 
 
 
SCHEDULE 13D


 
  CUSIP No.  929042109
 
          
 
   Page       2       of      10     Pages
 
 
 
1
 
 
 NAME OF REPORTING PERSONS.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Interstate Properties
 
22-1858622
 
 
2
 
 
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)(a) ¨
                                                                                                                       (b) ¨
 
 
3
 
 
 SEC USE ONLY
 
 
 
4
 
 
 SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
 
 
5
 
 
 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)¨
 
 
 
6
 
 
 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
 
 
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
 
7
 
 
 SOLE VOTING POWER
5,603,548
 
 
8
 
 
 SHARED VOTING POWER
 
 
 
9
 
 
 SOLE DISPOSITIVE POWER
5,603,548
 
 
10
 
 
 SHARED DISPOSITIVE POWER
 
 
 
11
 
 
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,603,548
 
 
12
 
 
 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)¨
 
 
 
13
 
 
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
 
 
14
 
 
 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 
 
SCHEDULE 13D


 
  CUSIP No.  929042109
 
          
 
   Page      3        of      10       Pages
 
 
 
1
 
 
 NAME OF REPORTING PERSONS.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Steven Roth
 
 
2
 
 
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)(a) ¨
                                                                                                                       (b) ¨
 
 
3
 
 
 SEC USE ONLY
 
 
 
4
 
 
 SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
 
 
5
 
 
 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)¨
 
 
 
6
 
 
 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
 
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
 
7
 
 
 SOLE VOTING POWER
3,028,389
 
 
8
 
 
 SHARED VOTING POWER
5,603,548
 
 
9
 
 
 SOLE DISPOSITIVE POWER
3,028,389
 
10
 
 
 SHARED DISPOSITIVE POWER
5,603,548
 
 
11
 
 
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,631,937
 
 
12
 
 
 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)¨
 
 
 
13
 
 
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
 
 
14
 
 
 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 

 
 
 
SCHEDULE 13D


 
  CUSIP No.  929042109
 
          
 
   Page       4       of      10       Pages
 
 
 
1
 
 
 NAME OF REPORTING PERSONS.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Russell B. Wight, Jr.
 
 
2
 
 
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)(a) ¨
                                                                                                                       (b) ¨
 
 
3
 
 
 SEC USE ONLY
 
 
 
4
 
 
 SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
 
 
5
 
 
 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)¨
 
 
 
6
 
 
 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
 
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
 
7
 
 
 SOLE VOTING POWER
491,047
 
 
8
 
 
 SHARED VOTING POWER
5,603,548
 
 
9
 
 
 SOLE DISPOSITIVE POWER
491,047
 
 
10
 
 
 SHARED DISPOSITIVE POWER
5,603,548
 
 
11
 
 
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,094,595
 
 
12
 
 
 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)¨
 
 
 
13
 
 
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
 
 
14
 
 
 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 

 
 
 
SCHEDULE 13D


 
  CUSIP No.  929042109
 
          
 
   Page       5       of     10      Pages
 
 
 
1
 
 
 NAME OF REPORTING PERSONS.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David Mandelbaum
 
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨
                                                                                                                       (b) ¨
 
 
3
 
 
 SEC USE ONLY
 
 
 
4
 
 
 SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
 
 
5
 
 
 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)¨
 
 
 
6
 
 
 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
 
7
 
 
 SOLE VOTING POWER
3,449,290
 
 
8
 
 
 SHARED VOTING POWER
5,603,548
 
 
9
 
 
 SOLE DISPOSITIVE POWER
3,449,290
 
 
10
 
 
 SHARED DISPOSITIVE POWER
5,603,548
 
 
11
 
 
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,052,838
 
 
12
 
 
 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)¨
 
 
 
13
 
 
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
 
 
14
 
 
 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 

 
 
 
 
Page 6 of 10
 
 
Interstate Properties, a partnership organized under the laws of New Jersey (“Interstate”), and Steven Roth, Russell B. Wight, Jr. and David Mandelbaum, each of whom are general partners of Interstate (collectively with Interstate, the “Reporting Persons”), hereby amend their Statement on Schedule 13D filed with respect to the common shares of beneficial interest, par value $0.04 per share (the “Shares”), of Vornado Realty Trust, a real estate investment trust organized under the laws of the State of Maryland (the “Company”).  This Amendment No. 6 to Schedule 13D of the Reporting Persons (“Amendment No. 6”) amends the Statement on Schedule 13D of the Reporting Persons filed on May 6, 1993 (the “Initial Schedule 13D”), as amended by Amendment No. 1 to Schedule 13D of the Reporting Persons filed on April 22, 1997 (“Amendment No. 1”), as further amended by Amendment No. 2 to Schedule 13D of the Reporting Persons filed on May 30, 2002 (“Amendment No. 2”), as further amended by Amendment No. 3 to Schedule 13D of the Reporting Persons filed on October 7, 2005 (“Amendment No. 3”), as further amended by Amendment No. 4 to Schedule 13D of the Reporting Persons filed on November 26, 2008 (“Amendment No. 4”), and as further amended by Amendment No. 5 to Schedule 13D of the Reporting Persons filed on March 2, 2009 (“Amendment No. 5”), only with respect to those items listed below:

Item 3.
Source and Amount of Funds or Other Consideration.

Information with respect to the acquisition of Shares by the Reporting Persons is set forth in Item 5 below and incorporated herein by reference.

Item 5.
Interest in Securities of the Issuer.

(a), (b) and (e).  As of the close of business on January 3, 2012, Interstate owned in the aggregate 5,603,548 Shares, which constitutes approximately 3.0% of the outstanding Shares, based on approximately 184,493,068 of such Shares outstanding on September 30, 2011, as reported on the cover page of the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2011. As general partners of Interstate, Messrs. Roth, Wight and Mandelbaum may be deemed to share the power to vote or to direct the vote or to dispose or to direct the disposition of the 5,603,548 Shares held by Interstate. Each partner has the sole power to vote or to direct the vote and/or to dispose or to direct the disposition of the Shares held by each partner directly or in such partner’s charitable foundation or family trust, as the case may be.

As of the close of business on January 3, 2012, Mr. Roth owned directly 2,705,462 Shares (which includes (i) options currently exercisable or that will be exercisable within 60 days of the date hereof, for 434,661 Shares, (ii) 29,829 Class A Units of Vornado Realty L.P. that are redeemable by Mr. Roth for 29,829 Shares or, at the Company’s option, cash equal to the value of those Shares, and (iii) 52,801 long-term incentive units granted under the Company’s omnibus share plans that are currently vested and redeemable by Mr. Roth for 52,801 Shares or, at the Company’s option, cash equal to the value of those Shares) and had the right to vote and/or dispose of 3,873 Shares held in a charitable foundation and 319,054 Shares held in grantor trusts, for an aggregate of 8,631,937 Shares or 4.7% of the outstanding Shares, which amount includes the 5,603,548 Shares held by Interstate. As of the close of business on January 3, 2012, Mr. Wight owned 482,552 Shares directly (which includes (i) 452 long-term incentive units granted under the Company’s omnibus share plans that are currently vested and redeemable by Mr. Wight for 452 Shares or, at the Company’s option, cash equal to the value of those Shares and (ii) 30 Class A Units of Vornado Realty L.P. that are redeemable by Mr. Wight for 30 Shares or, at the Company’s option, cash equal to the value of those Shares) and had the right to vote and dispose of 8,495 Shares held in a charitable foundation, for an aggregate of 6,094,595, or 3.3% of the outstanding Shares, which amount includes the 5,603,548 Shares held by Interstate.  As of the close of business on January 3, 2012, Mr. Mandelbaum owned 418,036 Shares directly (which includes (i) 452 long-term incentive units granted under the Company’s omnibus share plans that are currently vested and redeemable by Mr. Mandelbaum for 452 Shares or, at the Company’s option, cash equal to the value of those Shares and (ii) 30 Class A Units of Vornado Realty L.P. that are redeemable by Mr. Mandelbaum for 30 Shares or, at the Company’s option, cash equal to the value of those Shares) and had the right to vote and/or dispose of 3,031,254 Shares held in a limited partnership with respect to which Mr. Mandelbaum is the sole general partner and three qualified trusts and Mr. Mandelbaum are the sole
 
 
 
 
 
 
Page 7 of 10
 
 
limited partners, for an aggregate of 9,052,838 Shares, or 4.9% of the outstanding Shares, which amount includes the 5,603,548 Shares held by Interstate.  While Interstate and its partners may be considered a group, Interstate disclaims any beneficial ownership of the Shares held by its partners individually and each partner disclaims any beneficial ownership of the Shares held individually by the other partners.

Following the disposition by Mr. Roth on December 29, 2011, none of the Reporting Persons has beneficial ownership of 5% or more of the Shares.  As of the close of business on January 3, 2012, the Reporting Persons are not party to an agreement to act together for the purpose of holding, voting, acquiring or disposing of Shares.

(c) During the last 60 days, the following transactions in the Shares were effected by Interstate or any of its three partners:

On November 24, 2011, Mr. Roth disposed of 14,902 Shares indirectly owned by him as a result of a disposition by a grantor retained annuity trust pursuant to the terms of such trust.

On December 29, 2011, Mr. Roth exercised options in respect of 248,704 Shares at a price of $41.5241 per Share and acquired 58,691 Shares as a result of such exercise after paying to the Company the exercise price in respect of such options with 134,259 Shares and paying to the Company the withholding taxes associated with such exercise with 55,754 Shares.

On December 29, 2011, Mr. Roth exercised options in respect of 265,061 Shares at a price of $41.285 per Share and acquired 62,900 Shares as a result of such exercise after paying to the Company the exercise price in respect of such options with 142,265 Shares and paying to the Company the withholding taxes associated with such exercise with 59,896 Shares.

On December 29, 2011, Mr. Roth exercised options in respect of 249,419 Shares at a price of $41.4048 per Share and acquired 57,946 Shares as a result of such exercise after paying to the Company the exercise price in respect of such options with 134,259 Shares and paying to the Company the withholding taxes associated with such exercise with 57,214 Shares.

On December 30, 2011, Mr. Roth disposed of the 41,960 Shares indicated below in the open market through a broker-dealer at the price per Share indicated below resulting in net proceeds of $3,236,338:

Number of
Shares Sold
 
Price Per Share ($)
200
  
77.00
200
  
77.01
200
  
77.02
100
  
77.04
300
  
77.05
700
  
77.06
300
  
77.07
394
  
77.08
500
  
77.09
4,900
  
77.10
5,306
  
77.11
2,000
  
77.12
1,500
  
77.13
1,100
  
77.14
4,455
  
77.15
1,005
  
77.16
400
  
77.17
4,200
  
77.18
     


 
 
 
 
Page 8 of 10
 
 
Number of
Shares Sold
 
Price Per Share ($)
4,600
  
77.19
1,300
  
77.20
200
  
77.21
200
  
77.22
800
  
77.23
200
  
77.24
2,300
  
77.25
2,258
  
77.26
642
  
77.27
300
  
77.28
100
  
77.29
1,100
  
77.30
200
  
77.31
     

 
On January 3, 2012 Mr. Roth disposed of the 132,735 Shares indicated below in the open market through a broker-dealer at the price per Share indicated below resulting in net proceeds of $10,251,179:

Number of
Shares Sold
 
Price Per Share ($)
100
  
77.40
400
  
77.39
725
  
77.38
990
  
77.37
1,546
  
77.36
6,636
  
77.35
1,421
  
77.34
534
  
77.33
1,019
  
77.32
982
  
77.31
500
  
77.30
1,850
  
77.29
1,105
  
77.28
800
  
77.27
1,811
  
77.26
112,316
  
77.25


Item 7.
Material to be Filed as Exhibits.

 
No exhibits included with this Amendment No. 6.


 
 
 
 
Page 9 of 10
 

 
SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

DATED:  January 9, 2012

   
INTERSTATE PROPERTIES
       
 
By:
    /s/ STEVEN ROTH
   
Name:
Steven Roth
   
Title:
Managing General Partner
       
       
   
STEVEN ROTH
       
   
    /s/ STEVEN ROTH
   
Name:
Steven Roth
       
       
   
RUSSELL B. WIGHT, JR.
       
   
    /s/ RUSSELL B. WIGHT, JR.
   
Name:
Russell B. Wight, Jr.
       
       
   
DAVID MANDELBAUM
       
   
    /s/ DAVID MANDELBAUM
   
Name:
David Mandelbaum
 

 
 
 
 

Page 10 of 10
 
 
EXHIBIT INDEX


No exhibits included with this Amendment No. 6.