SEC Form 4 · accession 0001127602-19-004087
VIVMARK RESIDENTIAL · VMRK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael L Manelis
Officer — Executive Vice President & COO
Period of report
Feb 1, 2019
Accepted (ET)
Feb 5, 2019 · 4:31 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,F2 | Feb 1, 2019 | A | 5,032 | $0.00 | A | 11,360 | D |
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 | $72.02 | Feb 1, 2019 | A | 22,491 | A | — | Feb 1, 2029 | Common Shares Of Beneficial Interest | 22,491 | 22,491 | D |
| Restricted UnitsF4,F5 | — | Feb 1, 2019 | A | 2,610 | A | — | Feb 1, 2029 | Common Shares Of Beneficial Interest | 2,610 | 2,610 | D |
Explanation of responses
- F1Represents restricted shares scheduled to vest on February 1, 2022.
- F2Direct total includes restricted shares of Equity Residential scheduled to vest in the future.
- F3Represents share options scheduled to vest in three equal installments on February 1, 2020, February 1, 2021 and February 1, 2022.
- F4On February 1, 2019, the reporting person received a grant of Series 2019C restricted limited partnership interests ("Restricted 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 the vesting requirements of the grant 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 include any OP Units into which such Restricted Units automatically convert.
- F5The Restricted Units are scheduled to vest on February 1, 2022.