Vivmark EVP granted 35,946 shares in merger awards
Vivmark Residential (VMRK) reported that Executive Vice President & CDO Matthew H. Birenbaum acquired equity-based awards in connection with the merger of equals between Vivmark Residential and AvalonBay Communities, Inc. on August 17, 2026.
Rhea-AI Filing Summary
Vivmark Residential (VMRK) reported that Executive Vice President & CDO Matthew H. Birenbaum acquired equity-based awards in connection with the merger of equals between Vivmark Residential and AvalonBay Communities, Inc. on August 17, 2026. He received a grant of 35,946 VMRK common shares of beneficial interest, converted from AvalonBay performance-based awards, bringing his directly held common shares to 274,149, which include restricted shares scheduled to vest in the future. He also received multiple grants of restricted units in ERP Operating Limited Partnership (the operating partnership of Vivmark Residential), covering 13,208, 13,292, 15,018 and 31,525 restricted units, each ultimately linked on a one-for-one basis to VMRK common shares through OP Units, with vesting dates ranging from March 1, 2027 to August 17, 2029 and certain holdings subject to a restriction period extending to August 17, 2028.
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Insider Trade Summary
Grant/Award: 108,989 shares
Grant/Award
5 txns
Insider
Birenbaum Matthew H.
Role
Executive Vice President & CDO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Restricted Units F5, F6, F7, F8, F9 | 13,208 | $0.50 | $7K |
| Grant/Award | Restricted Units F5, F6, F7, F8, F9 | 13,292 | $0.00 | $0.00 |
| Grant/Award | Restricted Units F5, F6, F7, F8, F10 | 15,018 | $0.00 | $0.00 |
| Grant/Award | Restricted Units F11, F8, F12 | 31,525 | $0.00 | $0.00 |
| Grant/Award | Common Shares Of Beneficial Interest F1, F2, F3, F4 | 35,946 | $0.00 | $0.00 |
Holdings After Transaction:
Restricted Units — 73,043 contracts (Direct);
Common Shares Of Beneficial Interest — 274,149 shares (Direct)
Footnotes (12)
- 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.
- F2. 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 VMRK restricted share award.
- F3. Each VMRK restricted share 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 common shares of beneficial interest, $0.01 par value per share ("VMRK Common Shares"), of VMRK, rounded to the nearest whole number of shares, 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.
- F4. Direct total includes restricted shares of VMRK scheduled to vest in the future.
- F5. 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.
- F6. 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.
- F7. 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.
- F8. 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.
- F9. 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.
- F10. The RUs are scheduled to vest on March 1, 2029.
- F11. On August 17, 2026, the Reporting Person received a grant of restricted limited partnership interests ("RUs") in ERP Operating Limited Partnership (the "OP") the operating partnership of Vivmark Residential (the "Company"), in lieu of restricted shares of the Company.
- F12. The RUs are scheduled to vest on August 17, 2029.
Key Figures
Common shares granted: 35,946 shares
Direct common share holdings: 274,149 shares
Restricted units grant 1: 13,208 units
+5 more
8 metrics
Common shares granted
35,946 shares
VMRK common shares of beneficial interest granted to Matthew H. Birenbaum on August 17, 2026
Direct common share holdings
274,149 shares
Total VMRK common shares directly held by Matthew H. Birenbaum following the reported acquisition
Restricted units grant 1
13,208 units
Restricted units in the operating partnership linked to VMRK common shares; transaction dated August 17, 2026
Restricted units grant 2
13,292 units
Additional restricted units in the operating partnership linked to VMRK common shares; August 17, 2026
Restricted units grant 3
15,018 units
Restricted units in the operating partnership scheduled to vest on March 1, 2029
Restricted units grant 4
31,525 units
Restricted units in the operating partnership granted August 17, 2026, vesting August 17, 2029
Conversion factor
2.793
Multiplier used to convert each AvalonBay performance share into VMRK restricted shares or restricted units
RU vesting and holding date
March 1, 2027; August 17, 2028
Certain RUs vest March 1, 2027 and are subject to a holding restriction until August 17, 2028
Key Terms
merger of equals, restricted unit award, RUs, OP Units, +1 more
5 terms
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"
RUs financial
"designated as restricted units ("RUs"), rounded to the nearest whole number of RUs"
OP Units financial
"automatically convert into an equal number of limited partnership interests ("OP Units")"
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.
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.
FAQ
When do the restricted units granted to Matthew H. Birenbaum in connection with VMRK vest?
Certain RUs are scheduled to vest on March 1, 2027, others on March 1, 2029, and a separate RU grant vests on August 17, 2029. One RU grant and any resulting OP Units are also subject to a holding restriction until August 17, 2028.
How are AvalonBay performance awards converted into VMRK equity for Matthew H. Birenbaum?
Each AvalonBay performance award was converted into either VMRK restricted shares or restricted unit awards using a factor of 2.793 VMRK-linked units per AvalonBay share. The number of AvalonBay shares was determined assuming performance criteria were met at the greater of target or actual performance.
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