SEC Form 3 · accession 0000906107-26-000047
VIVMARK RESIDENTIAL · VMRK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Benjamin Schall
Officer — President & CEO · Director
Period of report
Aug 17, 2026
Accepted (ET)
Aug 18, 2026 · 9:33 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000906107
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Shares Of Beneficial InterestF1,F2,F3 | holding | — | — | — | 280,871 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-qualified Stock Option (Right to Buy)F5,F4 | $84.55 | holding | — | — | — | — | Feb 17, 2032 | Common Shares Of Beneficial Interest | 23,193 | — | D |
| Non-qualified Stock Option (Right to Buy)F5,F6 | $63.67 | holding | — | — | — | — | Feb 23, 2033 | Common Shares Of Beneficial Interest | 28,133 | — | D |
| Non-qualified Stock Option (Right to Buy)F5,F7 | $61.63 | holding | — | — | — | — | Feb 13, 2034 | Common Shares Of Beneficial Interest | 35,334 | — | D |
| Non-qualified Stock Option (Right to Buy)F5,F8 | $79.34 | holding | — | — | — | — | Feb 26, 2035 | Common Shares Of Beneficial Interest | 26,458 | — | D |
| Non-qualified Stock Option (Right to Buy)F5,F9 | $64.33 | holding | — | — | — | — | Feb 26, 2036 | Common Shares Of Beneficial Interest | 60,809 | — | D |
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger, dated as of May 20, 2026 (the "Merger Agreement"), by and among AvalonBay Communities, Inc., a Maryland corporation ("AVB"), Vivmark Residential (f/k/a Equity Residential), a Maryland real estate investment trust ("VMRK"), ERP Operating Limited Partnership, an Illinois limited partnership (the "Operating Partnership"), and Canopy Merger Sub LLC, a Maryland limited liability company ("Merger Sub"), AVB and VMRK combined in a merger of equals on August 17, 2026, with AVB merging with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of VMRK (the "Merger"). Merger Sub subsequently merged with and into the Operating Partnership, with the Operating Partnership continuing as the surviving entity.
- F2At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock, par value $0.01 per share (the "AVB Common Stock"), of AVB held by the Reporting Person was automatically converted into the right to receive 2.793 (the "Exchange Ratio") common shares of beneficial interest, $0.01 par value per share ("VMRK Common Shares"), of VMRK, plus the right to receive cash in lieu of fractional VMRK Common Shares, if any, into which such AVB Common Stock would have been converted.
- F3Total reflects the Reporting Person's shares of AVB Common Stock that were converted into VMRK Common Shares pursuant to the Merger and includes restricted shares of VMRK scheduled to vest in the future.
- F4These options vest in approximately three equal installments, with the first installment having vested on 3/1/2023.
- F5Pursuant to the Merger Agreement, effective as of the Effective Time, the Reporting Person's options to acquire AVB Common Stock that were outstanding at the Effective Time were converted into the right to receive options to acquire VMRK Common Shares, where the number of VMRK Common Shares subject to such converted option is equal to (i) the number of shares of AVB Common Stock subject to the corresponding AVB option award immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio (rounded down to the nearest whole number of shares), and the exercise price of each converted option award is equal to (A) the exercise price of the corresponding AVB option award immediately prior to the Effective Time divided by (B) the Exchange Ratio (rounded up to the nearest whole cent).
- F6These options vest in approximately three equal installments, with the first installment having vested on 3/1/2024.
- F7These options vest in approximately three equal installments, with the first installment having vested on 3/1/2025.
- F8These options vest in approximately three equal installments, with the first installment having vested on 3/1/2026.
- F9These options vest in approximately three equal installments, with the first installment vesting on 3/1/2027.