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Vivmark Residential (NYSE: EQR) director holds 5,648 shares after AVB merger

(Neutral)
(Neutral)
Form Type
3

Rhea-AI Filing Summary

EQUITY RESIDENTIAL (EQR), now operating as Vivmark Residential (VMRK), reported the initial holdings of director Conor C. Flynn following a merger of equals with AvalonBay Communities, Inc. (AVB). Mr. Flynn holds 5,648 common shares of beneficial interest of VMRK directly.

These shares represent AVB common stock and deferred stock units previously held by Mr. Flynn that were automatically converted at the merger effective time. Each AVB common share or deferred stock unit was converted into the right to receive 2.793 VMRK common shares, with cash paid in lieu of any fractional VMRK shares.

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Insider Flynn Conor C
Role Director
Type Security Shares Price Value
holding Common Shares Of Beneficial Interest F1, F2, F3 -- -- --
Holdings After Transaction: Common Shares Of Beneficial Interest — 5,648 shares (Direct)
Footnotes (3)
  1. F1. Pursuant to the Agreement and Plan of Merger, dated as of May 20, 2026, by and among AvalonBay Communities, Inc., a Maryland corporation ("AVB"), Vivmark Residential (f/k/a Equity Residential), a Maryland real estate investment trust ("VMRK"), ERP Operating Limited Partnership, an Illinois limited partnership (the "Operating Partnership"), and Canopy Merger Sub LLC, a Maryland limited liability company ("Merger Sub"), AVB and VMRK combined in a merger of equals on August 17, 2026, with AVB merging with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of VMRK (the "Merger"). Merger Sub subsequently merged with and into the Operating Partnership, with the Operating Partnership continuing as the surviving entity.
  2. F2. At the effective time of the Merger, each issued and outstanding share of common stock, par value $0.01 per share (the "AVB Common Stock"), of AVB and deferred stock unit held by the Reporting Person was automatically converted into the right to receive 2.793 (the "Exchange Ratio") common shares of beneficial interest, $0.01 par value per share ("VMRK Common Shares"), of VMRK, plus, in the case of AVB Common Stock, the right to receive cash in lieu of fractional VMRK Common Shares, if any, into which such AVB Common Stock would have been converted.
  3. F3. Total reflects the Reporting Person's shares of AVB Common Stock and deferred stock units that were converted into VMRK Common Shares pursuant to the Merger.
Director’s VMRK Holdings 5,648 shares Common shares of beneficial interest held directly by Conor C. Flynn following the merger
Exchange Ratio 2.793 Number of VMRK common shares received for each AVB common share or deferred stock unit
Par Value Per Share $0.01 Par value of VMRK common shares of beneficial interest
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger, dated as of May 20, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
merger of equals financial
"AVB and VMRK combined in a merger of equals on August 17, 2026"
A merger of equals is when two companies of similar size and value combine into a single business with shared ownership and leadership, rather than one company buying the other. Investors care because it reshuffles who owns and controls the combined company, aims to cut duplicate costs and strengthen market position, but also brings integration risks that can affect future profits and each company’s stock value.
deferred stock unit financial
"each issued and outstanding share of common stock ... and deferred stock unit held"
A deferred stock unit (DSU) is a promise from a company to give an employee or director the value of a share at a future date, paid in actual shares or cash when certain conditions are met (such as retirement or a set date). Think of it like a gift card that converts to company stock later; it aligns pay with long‑term performance and can affect future share count, compensation expense and potential cash needs, so investors watch DSUs for their impact on dilution and company finances.
Exchange Ratio financial
"was automatically converted into the right to receive 2.793 (the "Exchange Ratio")"
The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.
common shares of beneficial interest financial
"2.793 ... common shares of beneficial interest, $0.01 par value per share"
Common Shares of Beneficial Interest are units that represent ownership in a company or organization, like owning a piece of a pie. They give investors voting rights and a chance to share in profits, making them important for those looking to invest and have a say in how the organization is run.

FAQ

What does the Form 3 filing reveal about Conor C. Flynn’s holdings in VMRK/EQR?

The filing shows Conor C. Flynn directly holds 5,648 VMRK common shares of beneficial interest. These resulted from the conversion of his AVB common stock and deferred stock units in connection with the merger of equals between AVB and Vivmark Residential.

What was the exchange ratio in the AVB–Vivmark (EQR) merger affecting Flynn’s holdings?

Each AVB common share and deferred stock unit was converted into 2.793 VMRK common shares. In addition, prior AVB common stockholders were entitled to receive cash in lieu of any fractional Vivmark common shares that would otherwise have been issued.

Did Conor C. Flynn buy or sell any VMRK/EQR shares in this Form 3 event?

The Form 3 reflects holdings only and does not report a purchase or sale transaction. It records Mr. Flynn’s resulting ownership of 5,648 VMRK common shares after the automatic conversion tied to the AVB–Vivmark merger of equals.

What corporate action involving EQR led to the reporting of Flynn’s VMRK holdings?

An Agreement and Plan of Merger dated May 20, 2026 combined AvalonBay Communities and Vivmark Residential (formerly Equity Residential) in a merger of equals. At the August 17, 2026 effective time, AVB equity converted into VMRK common shares, triggering this initial Form 3 reporting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Flynn Conor C

(Last)(First)(Middle)
4040 WILSON BLVD., SUITE 1000

(Street)
ARLINGTON VIRGINIA 22203

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
08/17/2026
3. Issuer Name and Ticker or Trading Symbol
VIVMARK RESIDENTIAL [ VMRK ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares Of Beneficial Interest5,648(1)(2)(3)D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger, dated as of May 20, 2026, by and among AvalonBay Communities, Inc., a Maryland corporation ("AVB"), Vivmark Residential (f/k/a Equity Residential), a Maryland real estate investment trust ("VMRK"), ERP Operating Limited Partnership, an Illinois limited partnership (the "Operating Partnership"), and Canopy Merger Sub LLC, a Maryland limited liability company ("Merger Sub"), AVB and VMRK combined in a merger of equals on August 17, 2026, with AVB merging with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of VMRK (the "Merger"). Merger Sub subsequently merged with and into the Operating Partnership, with the Operating Partnership continuing as the surviving entity.
2. At the effective time of the Merger, each issued and outstanding share of common stock, par value $0.01 per share (the "AVB Common Stock"), of AVB and deferred stock unit held by the Reporting Person was automatically converted into the right to receive 2.793 (the "Exchange Ratio") common shares of beneficial interest, $0.01 par value per share ("VMRK Common Shares"), of VMRK, plus, in the case of AVB Common Stock, the right to receive cash in lieu of fractional VMRK Common Shares, if any, into which such AVB Common Stock would have been converted.
3. Total reflects the Reporting Person's shares of AVB Common Stock and deferred stock units that were converted into VMRK Common Shares pursuant to the Merger.
/s/ Samantha Thompson, Attorney-in-fact08/18/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)