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Vivmark CFO granted 28,522 restricted units

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(Neutral)
Form Type
4

Rhea-AI Filing Summary

VIVMARK RESIDENTIAL (VMRK) reported that Executive Vice President & CFO Kevin P. O'Shea received multiple grants of restricted units (RUs) in ERP Operating Limited Partnership on August 17, 2026, in connection with a merger of equals between VMRK and AvalonBay Communities, Inc. These RUs correspond to AVB performance-based equity awards converted at a factor of 2.793 and ultimately are exchangeable, via OP Units, for common shares of VMRK or their cash value on a one-for-one basis at VMRK's option. The grants include 23,341 RUs vesting on March 1, 2027 (with a holding restriction until August 17, 2028), 10,639 and 9,586 RUs vesting on March 1, 2028 (also subject to a holding restriction until August 17, 2028), 24,771 RUs vesting on March 1, 2029, and 28,522 RUs vesting on August 17, 2029. All RUs are scheduled to expire on August 17, 2036.

Positive

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Insider O'Shea Kevin P.
Role Executive Vice President & CFO
Type Security Shares Price Value
Grant/Award Restricted Units F1, F2, F3, F4, F5 23,341 $0.00 $0.00
Grant/Award Restricted Units F1, F2, F3, F4, F6 10,639 $0.00 $0.00
Grant/Award Restricted Units F1, F2, F3, F4, F6 9,586 $0.50 $5K
Grant/Award Restricted Units F1, F2, F3, F4, F7 24,771 $0.00 $0.00
Grant/Award Restricted Units F8, F4, F9 28,522 $0.00 $0.00
Holdings After Transaction: Restricted Units — 96,859 contracts (Direct)
Footnotes (9)
  1. 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 "OP"), 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 OP, with the OP continuing as the surviving entity.
  2. F2. Each restricted unit award is subject to the same time-based vesting conditions that were previously applicable to the AVB Performance Award with respect to a number of limited partnership interests in the OP designated as restricted units ("RUs"), rounded to the nearest whole number of RUs, equal to the product of (i) the number of shares of AVB Common Stock subject to such AVB Performance Award, determined by deeming any performance-based vesting criteria applicable to such AVB Performance Award to be achieved based on the greater of target performance and the actual level of performance (which was calculated as of the latest practicable date prior to the Effective Time and certified by the Compensation Committee of the AVB board prior to the Effective Time) and (ii) 2.793.
  3. F3. Pursuant to the Merger Agreement, each award outstanding immediately prior to the effective time of the Merger (the "Effective Time") with respect to shares of common stock, par value $0.01 per share (the "AVB Common Stock"), of AVB that vest on the basis of the achievement of applicable performance goals (each, an "AVB Performance Award") was converted into a restricted unit award, in lieu of VMRK restricted shares.
  4. F4. RUs are a class of partnership interest that automatically convert into an equal number of limited partnership interests ("OP Units") in the OP when the capital account related to the RUs 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 conditions, OP Units are exchangeable by the holder for common shares of VMRK on a one-for-one basis or cash value of such shares, at VMRK's option. The RUs reflected in this report also include any OP Units into which such RUs automatically convert.
  5. F5. The RUs are scheduled to vest on March 1, 2027. In addition, the RUs (including any OP Units into which they may automatically convert) are subject to a holding restriction until August 17, 2028.
  6. F6. The RUs are scheduled to vest on March 1, 2028. In addition, the RUs (including any OP Units into which they may automatically convert) are subject to a holding restriction until August 17, 2028.
  7. F7. The RUs are scheduled to vest on March 1, 2029.
  8. F8. On August 17, 2026, the Reporting Person received a grant of RUs in the OP in lieu of restricted shares of VMRK.
  9. F9. The RUs are scheduled to vest on August 17, 2029.
RU grant 1 size 23,341 RUs Restricted units granted to Kevin P. O'Shea on August 17, 2026; vest March 1, 2027
RU grant 2 size 10,639 RUs Restricted units granted August 17, 2026; vest March 1, 2028
RU grant 3 size 9,586 RUs Restricted units granted August 17, 2026; vest March 1, 2028
RU grant 4 size 24,771 RUs Restricted units granted August 17, 2026; vest March 1, 2029
RU grant 5 size 28,522 RUs Restricted units granted August 17, 2026; vest August 17, 2029
RU expiration date August 17, 2036 All reported restricted units share this expiration date
Conversion factor 2.793 Multiplier used to convert AVB performance awards into VMRK restricted units
Holding restriction end August 17, 2028 End of holding restriction for certain RUs and any OP Units into which they convert
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.
restricted unit award financial
"was converted into a restricted unit award, in lieu of VMRK restricted shares"
limited partnership interests financial
"RUs are a class of partnership interest that automatically convert into an equal number of limited partnership interests"
An ownership stake in a limited partnership gives an investor the role of a limited partner who provides capital but does not run day-to-day operations; a separate general partner manages the business. It matters because limited partners share profits, losses, and tax benefits but generally cannot lose more than they invested and have little control or liquidity—think of it like quietly funding a small business while someone else manages it, with potential return and risk tied to the venture’s performance.
OP Units financial
"automatically convert into an equal number of limited partnership interests ("OP Units") in the OP"
OP units are ownership stakes in an operating partnership that sits beneath a public parent company, commonly used by real estate and energy firms to hold assets and distributions. Think of them like special shares in a subsidiary: they give economic rights to profits and cash payouts but are structured differently from the parent’s common stock, so investors watch OP unit issuance because it can change the effective ownership, future distributions, and potential dilution of the parent company’s equity.
capital account financial
"when the capital account related to the RUs reaches a specified target for federal income tax purposes"

FAQ

What insider equity awards did VMRK grant to its CFO Kevin P. O'Shea?
VMRK granted Kevin P. O'Shea several restricted unit (RU) awards in its operating partnership on August 17, 2026. These RUs ultimately can convert into OP Units, then be exchanged for VMRK common shares or cash at the company’s option.

How many restricted units were granted to the VMRK CFO on August 17, 2026?
On August 17, 2026, Kevin P. O'Shea received RU grants of 23,341, 10,639, 9,586, 24,771, and 28,522 units. Each grant has its own vesting schedule, all expiring on August 17, 2036 if vesting conditions are not met earlier.

When do the new VMRK restricted units granted to the CFO vest?
The RU tranches vest on March 1, 2027, March 1, 2028 (two grants), March 1, 2029, and August 17, 2029. Some tranches are also subject to a holding restriction lasting until August 17, 2028 after vesting.

How are the AvalonBay (AVB) awards converted into VMRK restricted units?
Each AVB performance-based award was converted into a VMRK restricted unit award using a factor of 2.793. The number of RUs is based on AVB shares deemed earned at the greater of target performance or actual performance, certified before the merger’s effective time.

What is the relationship between VMRK restricted units, OP Units, and common shares?
RUs are a partnership interest that automatically convert into OP Units once a tax-based capital account target is reached within ten years. Subject to vesting and other conditions, OP Units are then exchangeable one-for-one for VMRK common shares or their cash value, at VMRK's option.

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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
O'Shea Kevin P.
(Last)(First)(Middle)
4040 WILSON BLVD., SUITE 1000
(Street)
ARLINGTON VIRGINIA 22203
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
VIVMARK RESIDENTIAL [ VMRK ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Executive Vice President & CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/17/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Units(1)(2)(3)(4)08/17/2026A23,341 (5)08/17/2036Common Shares Of Beneficial Interest23,341$023,341D
Restricted Units(1)(2)(3)(4)08/17/2026A10,639 (6)08/17/2036Common Shares Of Beneficial Interest10,639$010,639D
Restricted Units(1)(2)(3)(4)08/17/2026A9,586 (6)08/17/2036Common Shares Of Beneficial Interest9,586$0.59,586D
Restricted Units(1)(2)(3)(4)08/17/2026A24,771 (7)08/17/2036Common Shares Of Beneficial Interest24,771$024,771D
Restricted Units(8)(4)08/17/2026A28,522 (9)08/17/2036Common Shares Of Beneficial Interest28,522$028,522D
Explanation of Responses:
1. 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 "OP"), 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 OP, with the OP continuing as the surviving entity.
2. Each restricted unit award is subject to the same time-based vesting conditions that were previously applicable to the AVB Performance Award with respect to a number of limited partnership interests in the OP designated as restricted units ("RUs"), rounded to the nearest whole number of RUs, equal to the product of (i) the number of shares of AVB Common Stock subject to such AVB Performance Award, determined by deeming any performance-based vesting criteria applicable to such AVB Performance Award to be achieved based on the greater of target performance and the actual level of performance (which was calculated as of the latest practicable date prior to the Effective Time and certified by the Compensation Committee of the AVB board prior to the Effective Time) and (ii) 2.793.
3. Pursuant to the Merger Agreement, each award outstanding immediately prior to the effective time of the Merger (the "Effective Time") with respect to shares of common stock, par value $0.01 per share (the "AVB Common Stock"), of AVB that vest on the basis of the achievement of applicable performance goals (each, an "AVB Performance Award") was converted into a restricted unit award, in lieu of VMRK restricted shares.
4. RUs are a class of partnership interest that automatically convert into an equal number of limited partnership interests ("OP Units") in the OP when the capital account related to the RUs 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 conditions, OP Units are exchangeable by the holder for common shares of VMRK on a one-for-one basis or cash value of such shares, at VMRK's option. The RUs reflected in this report also include any OP Units into which such RUs automatically convert.
5. The RUs are scheduled to vest on March 1, 2027. In addition, the RUs (including any OP Units into which they may automatically convert) are subject to a holding restriction until August 17, 2028.
6. The RUs are scheduled to vest on March 1, 2028. In addition, the RUs (including any OP Units into which they may automatically convert) are subject to a holding restriction until August 17, 2028.
7. The RUs are scheduled to vest on March 1, 2029.
8. On August 17, 2026, the Reporting Person received a grant of RUs in the OP in lieu of restricted shares of VMRK.
9. The RUs are scheduled to vest on August 17, 2029.
/s/ Samantha Thompson, Attorney-in-fact08/19/2026
** 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 4 (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 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR