SEC Form 4 · accession 0000906107-26-000065
VIVMARK RESIDENTIAL · VMRK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kevin P. O'Shea
Officer — Executive Vice President & CFO
Period of report
Aug 17, 2026
Accepted (ET)
Aug 19, 2026 · 9:03 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0000906107
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted UnitsF1,F2,F3,F4,F5 | — | Aug 17, 2026 | A | 23,341 | A | — | Aug 17, 2036 | Common Shares Of Beneficial Interest | 23,341 | 23,341 | D |
| Restricted UnitsF1,F2,F3,F4,F6 | — | Aug 17, 2026 | A | 10,639 | A | — | Aug 17, 2036 | Common Shares Of Beneficial Interest | 10,639 | 10,639 | D |
| Restricted UnitsF1,F2,F3,F4,F6 | — | Aug 17, 2026 | A | 9,586 | A | — | Aug 17, 2036 | Common Shares Of Beneficial Interest | 9,586 | 9,586 | D |
| Restricted UnitsF1,F2,F3,F4,F7 | — | Aug 17, 2026 | A | 24,771 | A | — | Aug 17, 2036 | Common Shares Of Beneficial Interest | 24,771 | 24,771 | D |
| Restricted UnitsF8,F4,F9 | — | Aug 17, 2026 | A | 28,522 | A | — | Aug 17, 2036 | Common Shares Of Beneficial Interest | 28,522 | 28,522 | 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 "OP"), 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 OP, with the OP continuing as the surviving entity.
- F2Each restricted unit award is subject to the same time-based vesting conditions that were previously applicable to the AVB Performance Award with respect to a number of limited partnership interests in the OP designated as restricted units ("RUs"), rounded to the nearest whole number of RUs, equal to the product of (i) the number of shares of AVB Common Stock subject to such AVB Performance Award, determined by deeming any performance-based vesting criteria applicable to such AVB Performance Award to be achieved based on the greater of target performance and the actual level of performance (which was calculated as of the latest practicable date prior to the Effective Time and certified by the Compensation Committee of the AVB board prior to the Effective Time) and (ii) 2.793.
- F3Pursuant to the Merger Agreement, each award outstanding immediately prior to the effective time of the Merger (the "Effective Time") with respect to shares of common stock, par value $0.01 per share (the "AVB Common Stock"), of AVB that vest on the basis of the achievement of applicable performance goals (each, an "AVB Performance Award") was converted into a restricted unit award, in lieu of VMRK restricted shares.
- F4RUs are a class of partnership interest that automatically convert into an equal number of limited partnership interests ("OP Units") in the OP when the capital account related to the RUs reaches a specified target for federal income tax purposes (provided such target is reached within ten years of issuance). Subject to the vesting requirements of the grant and certain other conditions, OP Units are exchangeable by the holder for common shares of VMRK on a one-for-one basis or cash value of such shares, at VMRK's option. The RUs reflected in this report also include any OP Units into which such RUs automatically convert.
- F5The RUs are scheduled to vest on March 1, 2027. In addition, the RUs (including any OP Units into which they may automatically convert) are subject to a holding restriction until August 17, 2028.
- F6The RUs are scheduled to vest on March 1, 2028. In addition, the RUs (including any OP Units into which they may automatically convert) are subject to a holding restriction until August 17, 2028.
- F7The RUs are scheduled to vest on March 1, 2029.
- F8On August 17, 2026, the Reporting Person received a grant of RUs in the OP in lieu of restricted shares of VMRK.
- F9The RUs are scheduled to vest on August 17, 2029.