SEC Form 4 · accession 0001127602-15-020033
VIVMARK RESIDENTIAL · VMRK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gerald A Spector
Director · Other
Period of report
Jun 8, 2015
Accepted (ET)
Jun 8, 2015 · 4:25 pm EDT
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,F2 | Jun 8, 2015 | J | 979 | — | D | 273,707 | D | |
| Common Shares Of Beneficial InterestF3 | holding | — | — | — | 3,472 | I | Children | |
| Common Shares Of Beneficial InterestF4 | holding | — | — | — | 27,500 | I | Family Trust | |
| Common Shares Of Beneficial InterestF5 | holding | — | — | — | 25,015 | I | Family Trust | |
| Common Shares Of Beneficial InterestF6 | holding | — | — | — | 57,187 | I | Spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted UnitsF2,F7 | — | Jun 8, 2015 | A | 979 | A | — | Jun 8, 2025 | Common Shares Of Beneficial Interest | 979 | 979 | D |
Explanation of responses
- F1Reflects previously reported restricted shares that the reporting person elected to exchange for Restricted Units (as such term is defined in footnote no. 2) on a one-for-one basis.
- F2On June 8, 2015, the reporting person elected to exchange his previously reported restricted shares for limited partnership interests ("Restricted Units") in ERP Operating Limited Partnership (the "Operating Partnership"), the operating partnership of Equity Residential (the "Company"), on a one-for-one basis. The reporting person made a payment to the Operating Partnership of $0.50 for each Restricted Unit exchanged. 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 purposes (provided such target is reached within ten years of issuance). Subject to the vesting requirements and certain other restrictions, OP Units are exchangeable 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 incluse any OP Units into which such Restricted Units may automatically convert.
- F3Represents shares beneficially owned by Mr. Spector as custodian for his minor children. Mr. Spector disclaims beneficial ownership of said shares.
- F4Represents shares beneficially owned by the Concord Lane Trust. Mr. Spector disclaims beneficial ownership of said shares except to the extent of his pecuniary interest therein.
- F5Represents shares held by the Spector Family Dynasty Trust (the "SFDT"). Mr. Spector is the sole trustee of the SFDT and, as such, may be deemed the beneficial owner of the shares reported herein.
- F6Represents shares beneficially owned by Mr. Spector's spouse. Mr. Spector disclaims beneficial ownership of said shares except to the extent of his pecuniary interest therein.
- F7The Restricted Units are scheduled to vest on June 12, 2015. In addition, the Restricted Units (including any OP Units into which they may automatically convert) are subject to a holding restriction until June 8, 2017.