SEC Form 4 · accession 0001127602-16-070125
VIVMARK RESIDENTIAL · VMRK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Samuel Zell
Director · Other
Period of report
Dec 14, 2016
Accepted (ET)
Dec 15, 2016 · 4:19 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 | Dec 14, 2016 | M | 152,338 | $45.59 | A | 2,382,351 | D | |
| Common Shares Of Beneficial InterestF2,F1 | Dec 14, 2016 | S | 110,542 | $62.845 | D | 2,271,809 | D | |
| Common Shares Of Beneficial InterestF3 | holding | — | — | — | 600 | I | By Spouse, Trustee for Helen Zell Revocable Trust | |
| Common Shares Of Beneficial InterestF4 | holding | — | — | — | 1,206,968 | I | Samstock, L.L.C. | |
| Common Shares Of Beneficial InterestF5 | holding | — | — | — | 36,552 | I | Samuel Zell Revocable Trust | |
| Common Shares Of Beneficial InterestF6 | holding | — | — | — | 689,643 | I | SERP Account | |
| Common Shares Of Beneficial InterestF7 | holding | — | — | — | 1,246 | I | SZ JoAnn Trust | |
| Common Shares Of Beneficial InterestF8 | holding | — | — | — | 1,246 | I | SZ Kellie Trust | |
| Common Shares Of Beneficial InterestF9 | holding | — | — | — | 1,246 | I | SZ Matthew Trust | |
| Common Shares Of Beneficial InterestF10 | 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)F11 | $45.59 | Dec 14, 2016 | M | 152,338 | D | — | Feb 8, 2017 | Common Shares Of Beneficial Interest | 152,338 | 0 | D |
Explanation of responses
- F1Direct total includes restricted shares of the Company scheduled to vest in the future.
- F10Shares reported herein are beneficially owned by the Zell Family Foundation ("Foundation"). Mr. Zell is a director of the Foundation; however, Mr. Zell does not have voting or dispositive power over such shares, or any pecuniary interest therein, and therefore disclaims beneficial ownership of such shares.
- F11Represents share options which vested in three equal installments on February 8, 2008, February 8, 2009 and February 8, 2010.
- F2The price represents the weighted average price of the shares sold. The shares were sold within a range of $62.67 to $63.14. The reporting person will provide, upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price.
- F3Shares 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 any pecuniary interest therein.
- F4Shares 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 any pecuniary interest therein.
- F5Shares 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 is the beneficial owner of the shares reported herein.
- F6Represents shares owned by Principal Trust Company, as Trustee of the Equity Residential Supplemental Executive Retirement Plan, for the benefit of the reporting person.
- F7Shares 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 disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.
- F8Shares 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 disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.
- F9Shares 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 disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.