Exhibit 4.12

 

	
THIS   CERTIFICATE IS
   TRANSFERABLE
    	
 
    	
SEE REVERSE FOR
   IMPORTANT NOTICE
    
	
IN   THE CITY OF NEW YORK, N.Y.
    	
 
    	
ON TRANSFER RESTRICTIONS
    
	
 
    	
 
    	
AND OTHER INFORMATION
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
CUSIP 929042 844
    
	
 
    	
 
    	
ISIN US9290428443
    


 

VORNADO REALTY TRUST






 

a Real Estate Investment Trust
 Formed Under the Laws of the State of Maryland

 

THIS CERTIFIES THAT ****SPECIMEN****is the owner of****(ZERO) ****fully paid and nonassessable 5.40% Series L Cumulative Redeemable Preferred Shares of Beneficial Interest, liquidation preference $25.00 per share, of no par value, of

 

VORNADO REALTY TRUST

 




 

(the “Trust”), transferable on the books of the Trust by the holder hereof in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Declaration of Trust and Bylaws of the Trust and any amendments thereto. This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar.

 

WITNESS the facsimile seal and the facsimile signatures of the duly authorized officers of the Trust.

 

	
DATED
    	
****SPECIMEN****
    	
 
    


 

Countersigned and Registered:

 

	
 
    	
 
    	
[IMPRESSION OF TRUST SEAL]
    
	
 
    	
 
    	
 
    
	
AMERICAN   STOCK TRANSFER
    	
 
    	
 
    
	
& TRUST COMPANY, LLC
    	
 
    	
 
    
	
(New York, New York)
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Transfer Agent and Registrar
    	
 
    	
 
    
	
 
    	
 
    	
Executive   Vice President — Finance and 
    
	
 
    	
 
    	
Administration   and Chief Financial Officer
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
 
    	
 
    	
 
    
	
Authorized signature
    	
 
    	
Senior   Vice President, Corporation
   Counsel and Secretary
    


 











 

VORNADO REALTY TRUST
 IMPORTANT NOTICE

 

The Trust will furnish to any shareholder, on request and without charge, a full statement of the information required by Section 8-203(d) of the Corporations and Associations Article of the Annotated Code of Maryland with respect to the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption of the shares of each class of beneficial interest which the Trust has authority to issue and, if the Trust is authorized to issue any preferred or special class in series, (i) the differences in the relative rights and preferences between the shares of each series to the extent set, and (ii) the authority of the Board of Trustees to set such rights and preferences of subsequent series. The foregoing summary does not purport to be complete and is subject to and qualified in its entirety by reference to the Declaration of Trust (the “Declaration of Trust”), of the Trust, a copy of which will be sent without charge to each shareholder who so requests. Such request must be made to the Secretary of the Trust at its principal office or to the Transfer Agent.

 

The shares of Preferred Stock represented by this certificate are subject to restrictions on ownership and transfer for the purpose of the Trust’s maintenance of its status as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the “Code”). No Person may Beneficially Own shares of Preferred Stock of any class in excess of 9.9% of the outstanding Preferred Equity Stock of such class and no Person may Constructively Own Preferred Stock of any class in excess of 9.9% of the outstanding Preferred Equity Stock of such class (unless such person is an Existing Constructive Holder). Any Person who attempts to Beneficially Own or Constructively Own Shares in excess of the above limitations must immediately notify the Trust. All capitalized terms used in this legend have the meanings set forth in the Declaration of Trust, a copy of which, including the restrictions on ownership and transfer, will be sent without charge to each stockholder who so requests. Such request must be made to the Secretary of the Trust at its principal office or to the Transfer Agent. If the restrictions on ownership and transfer are violated, the shares of Preferred Stock represented hereby will be automatically exchanged for shares of Excess Stock which will be held in trust by the Trust.

 











 

KEEP THIS CERTIFICATE IN A SAFE PLACE.  IF IT IS LOST, STOLEN
 OR DESTROYED, THE TRUST WILL REQUIRE A BOND OF INDEMNITY
 AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.

 

The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

 

	
TEN   COM
    	
–
    	
as   tenants in common
    
	
TEN   ENT
    	
–
    	
as   tenants by the entireties
    
	
JT   TEN
    	
–
    	
as   joint tenants with right of survivorship and not as tenants in common
    


 

	
UNIF   GIFT MIN ACT
    	
               Custodian
    	
            
    
	
 
    	
 (Cust)
    	
(Minor)
    


 

	
 
    	
Under   Uniform Gifts to Minors Act of
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
(State)
    	
 
    


 

Additional abbreviations may also be used though not in the above list.

 

FOR VALUE RECEIVED,                                                HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO 

 

	
 
    
	
(PLEASE   PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
    


 

 

	
 
    
	
(PLEASE   INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE)
    


 

 

                                                         shares of the shares represented by the within Certificate, and do hereby irrevocably constitute and appoint                                                          Attorney to transfer the said shares on the books of the within named Trust with full power of substitution in the premises.

 

	
Dated
    	
 
    	
 
    
	
 
    
	
 
    	
 
    
	
NOTICE:   THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN   UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR   ENLARGEMENT OR ANY CHANGE WHATEVER.