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

1. Name and Address of Reporting Person *

Beinecke Candace K		 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
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O VORNADO REALTY TRUST, 888 SEVENTH AVENUE		 3. Date of Earliest Transaction (MM/DD/YYYY)

5/18/2023
(Street)

NEW YORK, NY 10019		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 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)
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Shares 5/18/2023  M  9095 A (1)32199.39 (2)D 
 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Units  (3)5/18/2023  M     9095   (4) (4)Common Shares 9095  (1)8365 D 
 
Restricted Units (5) (5)5/18/2023  A   13436     (6) (6)Common Shares 13436  (5)13436 D 
 
Explanation of Responses:
(1) On May 18, 2023, Ms. Beinecke received 9,095 Common shares of beneficial interest, par value $.04 per share (the "Common Shares"), of Vornado Realty Trust (the "Company") in settlement of an equal number of Phantom Units held pursuant to the Vornado Realty Trust Nonqualified Deferred Compensation Plan.
(2) Common Shares of the Company. The number of Common Shares shown includes 9,385.952 shares acquired through the reporting individual's participation in the Company's Amended and Restated Dividend Reinvestment Plan.
(3) Conversion or exercise price of 1 for 1. The Phantom Units represent compensation deferred by the Reporting Person into interests held through the Vornado Realty Trust Nonqualified Deferred Compensation Plan that are valued with respect to the underlying security, which in this case is common shares of Vornado Realty Trust.
(4) The Phantom Units were settled by a distribution to the Reporting Person of the underlying security from the Vornado Realty Trust Nonqualified Deferred Compensation Plan.
(5) On May 18, 2023, the reporting person received a grant of restricted units (the "Restricted Units") of Vornado Realty L.P . (the "Operating Partnership"), the operating partnership of Vornado Realty Trust. The Restricted Units are a class of units of the Operating Partnership that following the occurrence of certain events are convertible by the holder into an equivalent number of Class A Units of the Operating Partnership. Class A Units are redeemable by the holder for cash or, at the Company's election, common shares of beneficial interest, $0.04 par value per share of the Company on a one for one basis or the cash value of such shares.
(6) These Restricted Units vest immediately. These units are not transferable until the reporting person is no longer serving as a member of the Company's Board of Trustees, other than in connection with a conversion of the Restricted Units to Class A Units and a redemption of such Class A Units for Common Shares. Any Common Shares issued in connection with such a redemption must be held by the reporting person until such person is no longer a member of the Company's Board of Trustees.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Beinecke Candace K
C/O VORNADO REALTY TRUST
888 SEVENTH AVENUE
NEW YORK, NY 10019		X
Signatures
/s/ Ryan Saum, Attorney-in-Fact5/19/2023
**Signature of Reporting PersonDate
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).
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