SEC Form 4 · accession 0001127602-15-005016
VIVMARK RESIDENTIAL · VMRK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bruce C Strohm
Officer — EVP & General Counsel
Period of report
Feb 5, 2015
Accepted (ET)
Feb 9, 2015 · 4:11 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 Interest | holding | — | — | — | 2,179 | D | ||
| Common Shares Of Beneficial InterestF1 | holding | — | — | — | 2,563 | I | 401(k) Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted UnitsF2,F3 | — | Feb 5, 2015 | A | 14,762 | A | — | Feb 5, 2025 | Operating Partnership Units | 14,762 | 14,762 | D |
| Restricted UnitsF4,F5 | — | Feb 5, 2015 | A | 7,381 | A | — | Feb 5, 2025 | Operating Partnership Units | 7,381 | 7,381 | D |
Explanation of responses
- F1Represents shares acquired through profit sharing contributions and dividend reinvestment activity in the reporting person's account with the Equity Residential Advantage 401(k) Retirement Savings Plan, a plan qualified under Section 401(k) of the Internal Revenue Code of 1986, as amended. Such shares represent acquisitions through January 10, 2015.
- F2On February 5, 2015, the reporting person received a grant of Series 2015A restricted limited partnership interests ("Restricted Units", formerly known as "LTIP Units") in ERP Operating Limited Partnership (the "Operating Partnership"), the operating partnership of Equity Residential (the "Company"), in lieu of restricted shares of the Company as part of the Company's annual grant of long-term compensation. Restricted Units are a class of partnership interest that automatically convert into an equal number of limited partnership interests of the Operating Partnership ("OP Units") when the capital account related to the Restricted Units reaches a specified target for federal income tax purposes (provided such target is reached within ten years of issuance). Subject to any vesting requirements of the grant, OP Units are redeemable by the holder for common shares of the Company on a one-for-one basis or the cash value of such shares, at the Company's option. The Restricted Units reflected in this report also include any OP Units into which such Restricted Units automatically convert.
- F3The Restricted Units are scheduled to vest on February 5, 2018.
- F4On February 5, 2015, the reporting person elected to receive a grant of Series 2015B restricted limited partnership interests ("Restricted Units", formerly known as "LTIP Units") in ERP Operating Limited Partnership (the "Operating Partnership"), the operating partnership of Equity Residential (the "Company"), in connection with all or a portion of their performance bonus. Restricted Units are a class of partnership interest that automatically convert into an equal number of limited partnership interests of the Operating Partnership ("OP Units") when the capital account related to the Restricted Units reaches a specified target for federal income tax purposes (provided such target is reached within ten years of issuance). OP Units are redeemable by the holder for common shares of the Company on a one-for-one basis or the cash value of such shares, at the Company's option. The Restricted Units reflected in this report also include any OP Units into which such Restricted Units automatically convert.
- F5The Restricted Units vested on February 5, 2015, the date of the grant and remain subject to a two year hold requirement.