SEC Form 4 · accession 0001127602-17-030819

VIVMARK RESIDENTIAL · VMRK

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

Reporting owner

Samuel Zell

Director · Other

Period of report

Oct 30, 2017

Accepted (ET)

Nov 1, 2017 · 5:11 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 Interest^F1	Oct 30, 2017	M	51,614	$32.87	A	93,996	D
Common Shares Of Beneficial Interest^F2,F1	Oct 30, 2017	S	51,614	$67.301	D	42,382	D
Common Shares Of Beneficial Interest^F1	Oct 30, 2017	M	40,037	$32.87	A	82,419	D
Common Shares Of Beneficial Interest^F3,F1	Oct 30, 2017	S	40,037	$67.01	D	42,382	D
Common Shares Of Beneficial Interest^F1	Oct 30, 2017	M	95,331	$32.87	A	137,713	D
Common Shares Of Beneficial Interest^F4	holding	—	—		—	600	I	By Spouse, Trustee for Helen Zell Revocable Trust
Common Shares Of Beneficial Interest^F5	holding	—	—		—	1,206,968	I	Samstock, L.L.C.
Common Shares Of Beneficial Interest^F6	holding	—	—		—	2,267,873	I	Samuel Zell Revocable Trust
Common Shares Of Beneficial Interest^F7	holding	—	—		—	689,643	I	SERP Account
Common Shares Of Beneficial Interest^F8	holding	—	—		—	1,246	I	SZ JoAnn Trust
Common Shares Of Beneficial Interest^F9	holding	—	—		—	1,246	I	SZ Kellie Trust
Common Shares Of Beneficial Interest^F10	holding	—	—		—	1,246	I	SZ Matthew Trust
Common Shares Of Beneficial Interest^F11	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)^F12	$32.87	Oct 30, 2017	M	51,614	D	—	Feb 7, 2018	Common Shares Of Beneficial Interest	51,614	135,368	D
Non-qualified Stock Option (Right to Buy)^F12	$32.87	Oct 30, 2017	M	40,037	D	—	Feb 7, 2018	Common Shares Of Beneficial Interest	40,037	95,331	D
Non-qualified Stock Option (Right to Buy)^F12	$32.87	Oct 30, 2017	M	95,331	D	—	Feb 7, 2018	Common Shares Of Beneficial Interest	95,331	0	D

Explanation of responses

F1Direct total includes restricted shares of the Company scheduled to vest in the future. Excludes 2,229,427 shares previously owned directly by the reporting person which were transferred to the Samuel Zell Revocable Trust, of which Mr. Zell is the sole trustee and beneficiary.
F10Shares 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.
F11Shares 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.
F12Represents share options which vested in approximately three equal installments on February 7, 2009, February 7, 2010 and February 7, 2011.
F2The price represents the weighted average price of the shares sold. The shares were sold within a range of $67.20 to $67.42. 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.
F3The price represents the weighted average price of the shares sold. The shares were sold within a range of $67.00 to $67.06. 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.
F4Shares 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.
F5Shares 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.
F6Shares reported herein are owned by the Samuel Zell Revocable Trust. Mr. Zell is the sole trustee and beneficiary of the Samuel Zell Revocable Trust, and, as such, he is the beneficial owner of the shares reported herein. Includes 2,229,427 shares previously held directly by the reporting person.
F7Represents shares owned by Principal Trust Company, as Trustee of the Equity Residential Supplemental Executive Retirement Plan, for the benefit of the reporting person.
F8Shares 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.
F9Shares 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.