Exec Birenbaum lists 238K Equity Residential shares
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Form Type
3
Rhea-AI Filing Summary
Equity Residential (EQR) reports the initial beneficial ownership of Executive Vice President & Chief Development Officer Matthew H. Birenbaum following a merger-of-equals involving AvalonBay Communities and the real estate investment trust now known as Vivmark Residential. Birenbaum reports 238,203 common shares of beneficial interest, including restricted shares scheduled to vest, and a non-qualified stock option covering 48,760 underlying shares with a $64.57 exercise price expiring in 2031, all converted from prior AvalonBay equity awards based on a stated 2.793-for-1 exchange ratio.
Insider Trade Summary
Holdings reported, no transactions
Holdings
Insider
Birenbaum Matthew H.
Role
Executive Vice President & CDO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Holding | Non-qualified Stock Option (Right to Buy) F4 | -- | -- | -- |
| Holding | Common Shares Of Beneficial Interest F1, F2, F3 | -- | -- | -- |
Holdings:
Non-qualified Stock Option (Right to Buy) — 48,760 contracts (Direct);
Common Shares Of Beneficial Interest — 238,203 shares (Direct)
Footnotes (4)
- F1. Pursuant to the Agreement and Plan of Merger, dated as of May 20, 2026 (the "Merger Agreement"), 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.
- F2. At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock, par value $0.01 per share (the "AVB Common Stock"), of AVB 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 the right to receive cash in lieu of fractional VMRK Common Shares, if any, into which such AVB Common Stock would have been converted.
- F3. Total reflects the Reporting Person's shares of AVB Common Stock that were converted into VMRK Common Shares pursuant to the Merger and includes restricted shares of VMRK scheduled to vest in the future.
- F4. Pursuant to the Merger Agreement, effective as of the Effective Time, the Reporting Person's options to acquire AVB Common Stock that were outstanding at the Effective Time were converted into the right to receive options to acquire VMRK Common Shares, where the number of VMRK Common Shares subject to such converted option is equal to (i) the number of shares of AVB Common Stock subject to the corresponding AVB option award immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio (rounded down to the nearest whole number of shares), and the exercise price of each converted option award is equal to (A) the exercise price of the corresponding AVB option award immediately prior to the Effective Time divided by (B) the Exchange Ratio (rounded up to the nearest whole cent).
Key Figures
Common shares beneficially owned: 238,203 shares
Option underlying shares: 48,760 shares
Option exercise price: $64.57 per share
+4 more
7 metrics
Common shares beneficially owned
238,203 shares
Total common shares of beneficial interest held directly after the merger conversion
Option underlying shares
48,760 shares
Underlying common shares for non-qualified stock option held directly
Option exercise price
$64.57 per share
Exercise price of converted non-qualified stock option over Vivmark common shares
Option expiration date
2031-02-25
Expiration date of the non-qualified stock option position
Exchange ratio
2.793
Number of Vivmark common shares received per AvalonBay common share in the merger
Merger effective date
2026-08-17
Date AvalonBay and Vivmark Residential combined in a merger of equals
Par value per share
$0.01
Par value of both AvalonBay common stock and Vivmark common shares of beneficial interest
Key Terms
Agreement and Plan of Merger, Merger of equals, Exchange Ratio, Common shares of beneficial interest, +1 more
5 terms
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.
Exchange Ratio financial
"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.
Non-qualified Stock Option financial
"Non-qualified Stock Option (Right to Buy)"
A non-qualified stock option (NSO) is a contract that lets an employee or service provider buy company shares at a fixed price for a set period, like a voucher to purchase stock later at today’s price. It matters to investors because exercising NSOs creates ordinary income for the holder and can increase share count, affecting a company’s earnings and ownership mix; think of it as a future sale that can dilute existing shareholders and has immediate tax consequences for the recipient.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What does the Form 3 filing disclose for Equity Residential (EQR)?
The Form 3 discloses that Matthew H. Birenbaum, an executive officer, holds 238,203 common shares of beneficial interest and a non-qualified stock option over 48,760 shares of Equity Residential-related equity following a merger-of-equals transaction.
How did the reporting person’s Equity Residential (EQR) holdings arise?
His holdings arise from a merger-of-equals involving AvalonBay Communities and Vivmark Residential (formerly Equity Residential). Each AvalonBay share he held converted into 2.793 Vivmark common shares, and his AvalonBay options were converted into options over Vivmark common shares.
What is the exchange ratio referenced for the Equity Residential (EQR) merger structure?
The merger agreement states an exchange ratio of 2.793. Each share of AvalonBay Communities common stock held by the reporting person converted into the right to receive 2.793 Vivmark common shares, plus cash in lieu of any fractional shares.
AI-generated analysis. How Rhea-AI works. Not financial advice.
