Edgar Filing: KOGOD ROBERT P

Ownership Submission

FORM 5

	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported
	Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL 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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1. Name and Address of Reporting Person ^*

KOGOD ROBERT P

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)

2345 CRYSTAL DRIVE,Â SUITE 1000

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2007

(Street)

ARLINGTON,Â VAÂ 22202

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

6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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	01/08/2007	Â	J4	165	A	$ 0	783 ⁽¹⁾	D	Â
Common Shares	11/17/2006	Â	J4⁽²⁾	3,714	A	$ 0	3,714	I	Held by corporation ⁽³⁾
Common Shares	12/22/2006	Â	S4	3,500	D	$ 120.75	214	I	Held by corporation ⁽³⁾
Common Shares	12/22/2006	Â	S4	214	D	$ 121	0	I	Held by corporation ⁽³⁾
Common Shares	11/17/2006	Â	J4⁽²⁾	2,213	A	$ 0	2,213	I	Held by corporation ⁽⁴⁾
Common Shares	12/22/2006	Â	S4	200	D	$ 121.07	2,013	I	Held by corporation ⁽⁴⁾
Common Shares	12/22/2006	Â	S4	1,263	D	$ 121.16	750	I	Held by corporation ⁽⁴⁾
Common Shares	01/08/2007	Â	J4⁽⁵⁾	750	D	$ 0	0	I	Held by corporation ⁽⁴⁾ ⁽⁵⁾
Common Shares	11/17/2006	Â	J4⁽²⁾	3	A	$ 0	3	I	Held by corporation ⁽⁶⁾
Common Shares	12/22/2006	Â	S4	3	D	$ 121.25	0	I	Held by corporation ⁽⁶⁾
Common Shares	Â	Â	3	Â	Â	Â	Â	I	Held by Spouse ⁽¹²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class A Units

11/17/2006

J4 ⁽²⁾

3,714

Â ⁽⁸⁾

Common Shares

3,714

⁽⁷⁾

Held by corporation ⁽³⁾

Class A Units

11/17/2006

J4 ⁽²⁾

2,213

Â ⁽⁸⁾

Common Shares

2,213

⁽⁷⁾

Held by corporation ⁽⁴⁾

Class A Units

11/17/2006

J4 ⁽²⁾

Â ⁽⁸⁾

Common Shares

⁽⁷⁾

Held by corporation ⁽⁶⁾

Class A Units

Â ⁽⁸⁾

Common Shares

895,834

Class A Units

Â ⁽⁸⁾

Common Shares

34,717

Held by L.P. ⁽⁹⁾

Class A Units

Â ⁽⁸⁾

Common Shares

190,487

Held by LLC ⁽¹⁰⁾

Class A Units

Â ⁽⁸⁾

Common Shares

772,141

Held by LLC ⁽¹¹⁾

Class A Units

Â ⁽⁸⁾

Common Shares

130,952

Held by Spouse ⁽¹²⁾

Class A Units

Â ⁽⁸⁾

Common Shares

97,904

Held by Trust ⁽¹³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KOGOD ROBERT P 2345 CRYSTAL DRIVE SUITE 1000 ARLINGTON,Â VAÂ 22202	Â X	Â	Â	Â

Signatures

/s/ Robert P. Kogod		02/14/2008
^**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)	The 165 common shares of beneficial interest ("Common Shares") of Vornado Realty Trust ("VNO") were pro rata distributed to Mr. Kogod by Gateway III Inc. in the distribution described in footnote 5 to this Form 5. The aggregate amount of Common Shares owned directly by Mr. Kogod as of the date hereof also reflects 26 Common Shares that were withheld to pay withholding taxes in connection with Common Shares that vested on January 22, 2008 (as reported in Mr. Kogod's Form 4 filed on 1/24/2008). Therefore, as of the date hereof, Mr. Kogod directly beneficially owns 783 Common Shares.
(2)	Common Shares 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.
(3)	These securities are held by CESC Downtown Member, Inc., of which Mr. Kogod is a shareholder. Mr. Kogod disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest.
(4)	These securities are held by Gateway III Inc., of which Mr. Kogod is a shareholder. Mr. Kogod disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest.
(5)	On 1/8/2007, Gateway III Inc. distributed these 750 Common Shares pro rata to its shareholders, of which Mr. Kogod received 165 Common Shares. See footnote 1 to this Form 5.
(6)	These securities are held by Park Four, Inc., of which Mr. Kogod is a shareholder. Mr. Kogod disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest.
(7)	Class A Units may be redeemed 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 VNO, one such Common Share for each Class A Unit tendered for redemption.
(8)	All Class A Units are immediately redeemable (subject to certain limitations set forth in the partnership agreement). Class A Units have no expiration date.
(9)	These securities are held by 1730 M Street Associates L.P., of which Mr. Kogod is a partner. Mr. Kogod disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
(10)	These securities are held by RAK-II LLC, of which Mr. Kogod is a member. Mr. Kogod disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
(11)	These securities are held by RAK-I LLC, of which Mr. Kogod is a member. Mr. Kogod disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
(12)	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.
(13)	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.

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