SEC Form 4 · accession 0001127602-15-005031
VIVMARK RESIDENTIAL · VMRK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark N Tennison
Officer — Executive Vice President
Period of report
Feb 5, 2015
Accepted (ET)
Feb 9, 2015 · 4:24 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 | Feb 5, 2015 | S | 1,703 | $80.27 | D | 5,108 | I | SERP Account |
| Common Shares Of Beneficial Interest | holding | — | — | — | 10,881 | D | ||
| Common Shares Of Beneficial InterestF2 | holding | — | — | — | 255 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-qualified Stock Option (Right to Buy)F3 | $80.27 | Feb 5, 2015 | A | 36,371 | A | — | Feb 5, 2025 | Common Shares Of Beneficial Interest | 36,371 | 36,371 | D |
| Restricted UnitsF4,F5 | — | Feb 5, 2015 | A | 6,197 | A | — | Feb 5, 2025 | Operating Partnership Units | 6,197 | 6,197 | D |
Explanation of responses
- F1Represents shares owned by Principal Trust Company, as Trustee of the Equity Residential Supplemental Executive Retirement Plan, for the benefit of the reporting person.
- F2Represents 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.
- F3Represents share options scheduled to vest in approximately three equal installments on February 5, 2016, February 5, 2017 and February 5, 2018.
- F4On February 5, 2015, the reporting person received a Series 2015A grant of 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.
- F5The Restricted Units are scheduled to vest on February 5, 2018.