SEC Form 4 · accession 0001127602-15-002836
VIVMARK RESIDENTIAL · VMRK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Samuel Zell
Director · Other
Period of report
Jan 23, 2015
Accepted (ET)
Jan 26, 2015 · 5:14 pm EST
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 | Jan 23, 2015 | M | 307,770 | $31.76 | A | 1,996,980 | D | |
| Common Shares Of Beneficial InterestF2 | holding | — | — | — | 600 | I | By Spouse, Trustee for Helen Zell Revocable Trust | |
| Common Shares Of Beneficial InterestF3 | holding | — | — | — | 1,206,968 | I | Samstock, L.L.C. | |
| Common Shares Of Beneficial InterestF4 | holding | — | — | — | 33,410 | I | Samuel Zell Revocable Trust | |
| Common Shares Of Beneficial InterestF5 | holding | — | — | — | 689,643 | I | SERP Account | |
| Common Shares Of Beneficial InterestF6 | holding | — | — | — | 1,246 | I | SZ JoAnn Trust | |
| Common Shares Of Beneficial InterestF7 | holding | — | — | — | 1,246 | I | SZ Kellie Trust | |
| Common Shares Of Beneficial InterestF8 | holding | — | — | — | 1,246 | I | SZ Matthew Trust | |
| Common Shares Of Beneficial InterestF9 | holding | — | — | — | 154,480 | I | Zell Family Foundation |
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)F10 | $31.76 | Jan 23, 2015 | M | 307,770 | D | — | Feb 3, 2015 | Common Shares Of Beneficial Interest | 307,770 | 0 | D |
Explanation of responses
- F1Direct total includes restricted shares of the Company scheduled to vest in the future.
- F10Represents share options scheduled to vest in three equal installments on February 3, 2006, February 3, 2007 and February 3, 2008.
- F2Shares reported herein are beneficially owned by the Helen Zell Revocable Trust ("HZRT"). Mr. Zell's spouse, Helen Zell, is the trustee of HZRT. Mr. Zell disclaims beneficial ownership of the shares reported as beneficially owned by him except to the extent of his pecuniary interest therein.
- F3Shares reported herein are beneficially owned by Samstock, L.L.C. ("Samstock"). The sole member of Samstock is SZ Investments, L.L.C. ("SZ"). The managing member of SZ is Chai Trust Company, LLC ("Chai Trust"). Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares. Mr. Zell disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F4Shares reported herein are owned by the Samuel Zell Revocable Trust. Mr. Zell is sole trustee and beneficiary of the Samuel Zell Revocable Trust, and, as such, he may be deemed the beneficial owner of the shares reported herein.
- F5Represents shares owned by Principal Trust Company, as Trustee of the Equity Residential Supplemental Executive Retirement Plan, for the benefit of the reporting person.
- F6Shares reported herein are beneficially owned by the SZ JoAnn Trust ("SZJT"), of which Chai Trust Company, LLC ("Chai Trust") is the trustee. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares. Mr. Zell is a beneficiary of SZJT and, as such, Mr. Zell may be deemed the beneficial owner of the shares reported herein.
- F7Shares reported herein are beneficially owned by the SZ Kellie Trust ("SZKT"), of which Chai Trust Company, LLC ("Chai Trust") is the trustee. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares. Mr. Zell is a beneficiary of the SZKT and, as such, Mr. Zell may be deemed the beneficial owner of the shares reported herein.
- F8Shares reported herein are beneficially owned by the SZ Matthew Trust ("SZMT"), of which Chai Trust Company, LLC ("Chai Trust") is the trustee. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares. Mr. Zell is a beneficiary of the SZMT and, as such, Mr. Zell may be deemed the beneficial owner of the shares reported herein.
- F9Shares reported herein are beneficially owned by the Zell Family Foundation ("Foundation"). Mr. Zell is a director of the Foundation, and does not have a pecuniary interest in such shares.