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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 | ||||||||
Class A Units (1) | (2) | 01/31/2006 | J(3) | 551 | 12/19/2006 | (4) | Common Shares | 551 | (3) | 895,834 | D | ||||
Class A Units (1) | (2) | (4) | (4) | Common Shares | 3,714 | 3,714 | I | Held by Inc. (11) | |||||||
Class A Units (1) | (2) | (4) | (4) | Common Shares | 34,717 | 34,717 | I | Held By L.P. (10) | |||||||
Class A Units (1) | (2) | (4) | (4) | Common Shares | 2,213 | 2,213 | I | Held by Inc. (12) | |||||||
Class A Units (1) | (2) | (4) | (4) | Common Shares | 3 | 3 | I | Held by Inc. (13) | |||||||
Class A Units (1) | (2) | (5) | (5) | Common Shares | 190,487 | 190,487 | I | By LLC (6) | |||||||
Class A Units (1) | (2) | (5) | (5) | Common Shares | 772,141 | 772,141 | I | By LLC (7) | |||||||
Class A Units (1) | (2) | (5) | (5) | Common Shares | 130,952 | 130,952 | I | By Spouse (8) | |||||||
Class A Units (1) | (2) | (5) | (5) | Common Shares | 97,904 | 97,904 | I | By Trust (9) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KOGOD ROBERT P 2345 CRYSTAL DRIVE ARLINGTON, VA 22202 |
X |
/s/ Robert P. Kogod | 01/04/2007 | |
**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) | Class A units of limited partnership interest of Vornado Realty L.P. (Class A Units"). |
(2) | Holders of Class A units ("Class A Units") of Vornado Realty L.P. ("VRLP") have the right to have their Class A Units redeemed in whole or in part by VRLP for cash equal to their fair market value, at the time of redemption, of one Common Share of Vornado Realty Trust ("VNO") for each Class A Unit redeemed, or, at the option of VNO, one Common Share of VNO for each Class A Unit tendered for redemption. |
(3) | On December 19, 2005, closing occurred under the Contribution Agreement dated May 12, 2005, as amended, among Mr. Kogod, Vornado Realty L.P. and certain Vornado Realty Trust affiliates. At the closing, Mr. Kogod and certain other partners or members of certain entities contributed their interests in those entities to a subsidiary of Vornado Realty L.P., and in exchange Mr. Kogod received the right to receive his pro rata share of Class A Units issued to such contributors. Out of an estimated total 730,265 units to be issued, Mr. Kogod will be issued 99,652 units, an increase of 551 units from the number reported in the Form 4 filed on December 21, 2006. This increase was due to post-closing adjustments. |
(4) | Class A Units have no expiration date. |
(5) | These Class A Units (which were issued on 1/1/02) are immediately redeemable. Class A Units have no expiration date. |
(6) | Mr. Kogod's interest in these Class A Units is held by RAK-II LLC. Mr. Kogod disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. |
(7) | Mr. Kogod's interest in these Class A Units is held by RAK-I LLC. Mr. Kogod disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. |
(8) | Mr. Kogod disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for the purpose of Section 16 or any other purpose. |
(9) | Mr. Kogod's interest in these Class A Units is held by Kogod Family Holding Group. Mr. Kogod disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. |
(10) | Mr. Kogod's interest in these Class A Units is held by 1730 M Street Associates L.P. Mr. Kogod disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. |
(11) | Mr. Kogod's interest in these Class A Units is held by CESC Downtown Member Inc. Mr. Kogod disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. |
(12) | Mr. Kogod's interest in these Class A Units is held by Gateway III Inc. Mr. Kogod disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. |
(13) | Mr. Kogod's interest in these Class A Units is held by Park Four, Inc. Mr. Kogod disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. |