SEC Form 4 · accession 0001127602-15-005023

VIVMARK RESIDENTIAL · VMRK

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

David J Neithercut

Officer — President & CEO · Director

Period of report

Feb 5, 2015

Accepted (ET)

Feb 9, 2015 · 4:15 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000906107

Table I — non-derivative securities

Security	Date	Code	Shares	A/D	Owned after	D/I	Nature of ownership
Common Shares Of Beneficial Interest^F1	holding	—	—	—	2,559	I	401(k) Plan
Common Shares Of Beneficial Interest^F2	holding	—	—	—	2,874	I	Family Limited Partnership
Common Shares Of Beneficial Interest^F3	holding	—	—	—	33,817	I	Grantor Trust (fbo daughter)
Common Shares Of Beneficial Interest^F4	holding	—	—	—	33,817	I	Grantor Trust (fbo son)
Common Shares Of Beneficial Interest^F5	holding	—	—	—	2,039	I	SERP Account
Common Shares Of Beneficial Interest^F6	holding	—	—	—	91,907	I	Trust (fbo wife)
Common Shares Of Beneficial Interest^F7	holding	—	—	—	1,562	I	Trust (fbo wife)

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Units^F8,F9	—	Feb 5, 2015	A	67,987	A	—	Feb 5, 2025	Operating Partnership Units	67,987	67,987	D
Restricted Units^F10,F11	—	Feb 5, 2015	A	24,722	A	—	Feb 5, 2025	Operating Partnership Units	24,722	24,722	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.
F10On 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.
F11The Restricted Units vested on February 5, 2015, the date of the grant and remain subject to a two year hold requirement.
F2Represents shares beneficially owned by a family limited partnership, of which the reporting person is the general partner.
F3Represents shares beneficially owned by a trust for the benefit of the reporting person's daughter. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
F4Represents shares beneficially owned by a trust for the benefit of the reporting person's son. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
F5Represents shares owned by Principal Trust Company, as Trustee of the Equity Residential Supplemental Executive Retirement Plan, for the benefit of the reporting person.
F6Represents shares beneficially owned by a trust for the benefit of the reporting person's wife. The reporting person is the sole trustee of this trust and, as such, may be deemed the beneficial owner of these shares.
F7Represents shares beneficially owned by a trust for the benefit of the reporting person's wife. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
F8On 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.
F9The Restricted Units are scheduled to vest on February 5, 2018.