SEC Form 4 · accession 0000906107-26-000068
VIVMARK RESIDENTIAL · VMRK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Pamela Rogers Thomas
Officer — EVP, Portfolio & Asset Mgmt
Period of report
Aug 17, 2026
Accepted (ET)
Aug 19, 2026 · 9:10 pm EDT
Rule 10b5-1 plan
box not checked
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 InterestF4 | Aug 17, 2026 | A | 37,875 | $0.00 | A | 66,693 | D | |
| Common Shares Of Beneficial InterestF5,F4 | Aug 17, 2026 | A | 18,850 | $0.00 | A | 85,543 | D |
Table II — derivative securities
No Table II lines on this filing.
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.
- F2Pursuant 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 VMRK restricted share award.
- F3Each VMRK restricted share 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 common shares of beneficial interest, $0.01 par value per share ("VMRK Common Shares"), of VMRK, rounded to the nearest whole number of shares, 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.
- F4Direct total includes restricted shares of VMRK scheduled to vest in the future.
- F5Represents restricted shares scheduled to vest on August 17, 2029.