SEC Form 5 · accession 0001127602-17-004084

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

Dec 31, 2016

Accepted (ET)

Feb 6, 2017 · 4:50 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^F1,F2	Sep 27, 2016	G	22,205	$0.00	A	105,102	I	Trust I
Common Shares Of Beneficial Interest^F1	Sep 27, 2016	G	22,205	$0.00	D	0	I	Grantor Trusts B
Common Shares Of Beneficial Interest^F3	Sep 27, 2016	G	22,205	$0.00	D	0	I	Grantor Trusts E
Common Shares Of Beneficial Interest^F3	Sep 27, 2016	G	22,205	$0.00	A	105,102	I	Trust I
Common Shares Of Beneficial Interest^F4	Sep 27, 2016	G	9,943	$0.00	A	0	I	Trust II
Common Shares Of Beneficial Interest^F4	Sep 27, 2016	G	9,943	$0.00	D	0	I	Grantor Trusts B
Common Shares Of Beneficial Interest^F5	Sep 27, 2016	G	9,943	$0.00	A	0	I	Trust II
Common Shares Of Beneficial Interest^F5	Sep 27, 2016	G	9,943	$0.00	D	0	I	Grantor Trusts E
Common Shares Of Beneficial Interest^F6	holding	—	—		—	3,132	I	401(k) Plan
Common Shares Of Beneficial Interest^F7	holding	—	—		—	2,874	I	Family Limited Partnership
Common Shares Of Beneficial Interest^F8	holding	—	—		—	40,000	I	Trust III

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Operating Partnership Units^F9	$0.00	Apr 15, 2016	G	100,000	D	—	—	Common Shares Of Beneficial Interest	100,000	256,199	D
Operating Partnership Units^F10,F9	$0.00	Apr 15, 2016	G	100,000	A	—	—	Common Shares Of Beneficial Interest	100,000	100,000	I
Operating Partnership Units^F11,F9	$0.00	Sep 27, 2016	G	22,205	D	—	—	Common Shares Of Beneficial Interest	22,205	256,199	D
Operating Partnership Units^F11,F12,F9	$0.00	Sep 27, 2016	G	22,205	A	—	—	Common Shares Of Beneficial Interest	22,205	32,148	I
Operating Partnership Units^F13,F9	$0.00	Sep 27, 2016	G	22,205	D	—	—	Common Shares Of Beneficial Interest	22,205	256,199	D
Operating Partnership Units^F13,F14,F9	$0.00	Sep 27, 2016	G	22,205	A	—	—	Common Shares Of Beneficial Interest	22,205	32,148	I
Operating Partnership Units^F15,F12,F9	$0.00	Sep 27, 2016	G	9,943	A	—	—	Common Shares Of Beneficial Interest	9,943	32,148	I
Operating Partnership Units^F15,F9	$0.00	Sep 27, 2016	G	9,943	D	—	—	Common Shares Of Beneficial Interest	9,943	256,199	D
Operating Partnership Units^F16,F9	$0.00	Sep 27, 2016	G	9,943	D	—	—	Common Shares Of Beneficial Interest	9,943	256,199	D
Operating Partnership Units^F16,F14,F9	$0.00	Sep 27, 2016	G	9,943	A	—	—	Common Shares Of Beneficial Interest	9,943	32,148	I

Explanation of responses

F1In accordance with the substitution provisions thereunder, the reporting person, as Grantor, elected to substitute shares in grantor retained annuity trusts for the benefit of his son on a one-for-one basis for OP Units of equivalent value resulting in a reduction of shares held indirectly by such trusts and a corresponding increase in shares held indirectly by Trust I. See also footnote 11 to Table II of this report.
F10Represents OP Units beneficially owned by a limited liability company of which the reporting person is the sole member.
F11In accordance with the substitution provisions thereunder, the reporting person, as Grantor, elected to substitute OP Units on a one-for-one basis for shares of equivalent value in grantor retained annuity trusts for the benefit of his son resulting in an increase in OP Units held indirectly by such trusts and a corresponding decrease in OP Units held directly by the reporting person. See also footnote 1 to Table I of this report.
F12Represents OP Units beneficially owned by grantor retained annuity trusts for the benefit of the reporting person's son. The inclusion of these OP Units 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.
F13In accordance with the substitution provisions thereunder, the reporting person, as Grantor, elected to substitute OP Units on a one-for-one basis for shares of equivalent value in grantor retained annuity trusts for the benefit of his daughter resulting in an increase in OP Units held indirectly by such trusts and a corresponding decrease in OP Units held directly by the reporting person. See also footnote 3 to Table I of this report.
F14Represents OP Units beneficially owned by grantor retained annuity trusts for the benefit of the reporting person's daughter. The inclusion of these OP Units 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.
F15In accordance with the substitution provisions thereunder, the reporting person elected to substitute OP Units on a one-for-one basis for shares of equivalent value in grantor retained annuity trusts for the benefit of his son resulting in an increase in OP Units held indirectly by such trusts and a corresponding decrease in OP Units held directly by the reporting person. See also footnote 4 to Table I of this report.
F16In accordance with the substitution provisions thereunder, the reporting person elected to substitute OP Units on a one-for-one basis for shares of equivalent value in grantor retained annuity trusts for the benefit of his daughter resulting in an increase in OP Units held indirectly by such trusts and a corresponding decrease in OP Units held directly by the reporting person. See also footnote 5 to Table I of this report.
F2Represents shares beneficially owned by Trust I, a trust for the benefit of the reporting person's wife. The reporting person is the sole trustee of Trust I, and, as such, may be deemed to be the beneficial owner of these shares.
F3In accordance with the substitution provisions thereunder, the reporting person, as Grantor, elected to substitute shares in grantor retained annuity trusts for the benefit of his daughter on a one-for-one basis for OP Units of equivalent value resulting in a reduction of shares held indirectly by such trusts and a corresponding increase in shares held indirectly by Trust I. See also footnote 13 to Table II of this report.
F4In accordance with the substitution provisions thereunder, the reporting person's wife, as Grantor, elected to substitute shares in grantor retained annuity trusts for the benefit of her son in on a one-for-one basis for OP Units of equivalent value resulting in a reduction of shares held indirectly by such trusts and a corresponding increase in shares held indirectly by Trust II. See also footnote 15 to Table II of this report.
F5In accordance with the substitution provisions thereunder, the reporting person's wife, as Grantor, elected to substitute shares in grantor retained annuity trusts for the benefit of her daughter in on a one-for-one basis for OP Units of equivalent value resulting in a reduction of shares held indirectly by such trusts and a corresponding increase in shares held indirectly by Trust II. See also footnote 16 to Table II of this report.
F6Represents 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 October 15, 2016.
F7Represents shares beneficially owned by a family limited partnership, of which the reporting person is the general partner.
F8Represents 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.
F9The OP Units reflected in this report are previously reported Restricted Units which have automatically converted to OP Units per their terms. The OP Units do not expire and are fully vested, transferable and can be exchanged by the holder for common shares of Equity Residential (the "Company") on a one-for-one basis or, at the Company's option, for the cash value of such shares.