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Vivmark director gifts 9,898 partnership units

VIVMARK RESIDENTIAL (VMRK) director David J. Neithercut reported multiple bona fide gifts involving a total of 9,898 Operating Partnership Units on September 9, 2026.

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Form Type
4

Rhea-AI Filing Summary

VIVMARK RESIDENTIAL (VMRK) director David J. Neithercut reported multiple bona fide gifts involving a total of 9,898 Operating Partnership Units on September 9, 2026. The gifts moved units among related holders, including a limited liability company he manages, grantor retained annuity trusts for his benefit, and his direct ownership. The units, previously reported as restricted, have automatically converted into Operating Partnership Units that are fully vested, transferable, and exchangeable on a one-for-one basis for common shares of beneficial interest of Vivmark Residential or, at the company’s option, for the cash value of those shares. No Rule 10b5-1 trading plan is reported for these transactions.

Positive

  • None.

Negative

  • None.
Insider NEITHERCUT DAVID J
Role Director
Type Security Shares Price Value
Gift Operating Partnership Units F1, F2, F3 1,325 $0.00 $0.00
Gift Operating Partnership Units F2, F4 1,325 $0.00 $0.00
Gift Operating Partnership Units F5, F2, F4 1,322 $0.00 $0.00
Gift Operating Partnership Units F2 1,322 $0.00 $0.00
Gift Operating Partnership Units F1, F2, F3 1,325 $0.00 $0.00
Gift Operating Partnership Units F2, F4 1,325 $0.00 $0.00
Gift Operating Partnership Units F5, F2, F4 977 $0.00 $0.00
Gift Operating Partnership Units F2 977 $0.00 $0.00
Holdings After Transaction: Operating Partnership Units — 11 contracts (Indirect, 2020 DN GRAT); Operating Partnership Units — 85,420 contracts (Indirect, LLC); Operating Partnership Units — 1,775 contracts (Indirect, 2020A DN GRAT); Operating Partnership Units — 427,389 contracts (Direct)
Footnotes (5)
  1. F1. This transaction involved a gift of OP Units by a limited liability company of which the reporting person is the manager to a grantor retained annuity trust for the benefit of the reporting person.
  2. F2. The OP Units reflected in this report are previously reported Restricted Units which have automatically converted to OP Units per their terms. The OP Units do not expire and are fully vested, transferable and can be exchanged by the holder for common shares of Vivmark Residential (the "Company") on a one-for-one basis or, at the Company's option, for the cash value of such shares.
  3. F3. Represents OP Units beneficially owned by a limited liability company, of which the reporting person is the manager.
  4. F4. Represents OP Units beneficially owned by a grantor retained annuity trust for the benefit of the reporting person.
  5. F5. This transaction involved a gift of OP Units by a grantor retained annuity trust to the reporting person.
Operating Partnership Units gifted 9,898 units Aggregate bona fide gifts reported for September 9, 2026
Gifted units in certain LLC-to-trust transfers 1,325 units Each of two reported gifts between an LLC managed by the director and a grantor retained annuity trust
Gifted units in certain trust-to-person transfers 1,322 units Each of two reported gifts between a grantor retained annuity trust and the reporting person
Additional trust-related gifts 977 units Each of two reported gifts involving a second grantor retained annuity trust and the reporting person
Reported gift price per Operating Partnership Unit $0.00 per unit All eight reported bona fide gift transactions on September 9, 2026
Exchange ratio for Operating Partnership Units 1 unit for 1 common share Each Operating Partnership Unit can be exchanged for one common share or, at the company’s option, the cash value
Operating Partnership Units financial
"This transaction involved a gift of OP Units by a limited liability company"
Operating partnership units are ownership stakes in a limited partnership that typically sits under a real estate investment trust or similar corporate structure; each unit represents a claim on the partnership’s cash flow and assets and is often convertible into the parent company’s common shares. For investors, these units matter because they convey economic interest and potential voting influence, can be used to compensate managers, and may dilute or change the value of common shares — think of them as second-layer shares that interact with the main stock like shares in a holding company.
grantor retained annuity trust financial
"gift of OP Units by a limited liability company of which the reporting person is the manager to a grantor retained annuity trust"
A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.
Restricted Units financial
"previously reported Restricted Units which have automatically converted to OP Units per their terms"
beneficially owned financial
"Represents OP Units beneficially owned by a limited liability company"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did VMRK director David J. Neithercut report?

He reported bona fide gifts of 9,898 Operating Partnership Units on September 9, 2026, moving units among a limited liability company he manages, grantor retained annuity trusts for his benefit, and his direct holdings, all at a reported price of $0.00 per unit.

How many Vivmark Residential (VMRK) Operating Partnership Units were transferred and when?

A total of 9,898 Operating Partnership Units were reported as gifted on September 9, 2026. The filing lists eight derivative transactions, all coded as bona fide gifts of Operating Partnership Units linked to Vivmark Residential.

Who were the entities involved in the Vivmark (VMRK) Operating Partnership Unit gifts?

The gifts involved a limited liability company managed by David J. Neithercut, grantor retained annuity trusts for his benefit, and his direct ownership. Footnotes state that some units were gifted by the LLC to a trust and others by a trust to the reporting person.

Are Vivmark (VMRK) Operating Partnership Units exchangeable for common shares?

Yes. Footnotes state the reported Operating Partnership Units were previously restricted units that automatically converted and can be exchanged one-for-one for common shares of beneficial interest of Vivmark Residential or, at the company’s option, for the cash value of such shares.

Were the VMRK insider gifts made under a Rule 10b5-1 trading plan?

No. The filing indicates that no Rule 10b5-1 trading plan applies to these transactions, so the timing is not represented as being under a pre-arranged trading program.

Did David J. Neithercut receive cash for the Vivmark (VMRK) Operating Partnership Unit gifts?

No cash consideration is indicated. Each reported gift of Operating Partnership Units shows a price of $0.00 per unit, consistent with transfers characterized as bona fide gifts rather than market sales.

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

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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*
NEITHERCUT DAVID J

(Last)(First)(Middle)
TWO NORTH RIVERSIDE PLAZA, SUITE 400

(Street)
CHICAGO ILLINOIS 60606

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/09/2026
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
Operating Partnership Units$009/09/2026G1,325(1) (2) (2)Common Shares Of Beneficial Interest1,325$086,745(3)ILLC
Operating Partnership Units$009/09/2026G1,325 (2) (2)Common Shares Of Beneficial Interest1,325$01,333(4)I2020 DN GRAT
Operating Partnership Units$009/09/2026G1,322(5) (2) (2)Common Shares Of Beneficial Interest1,322$011(4)I2020 DN GRAT
Operating Partnership Units$009/09/2026G1,322 (2) (2)Common Shares Of Beneficial Interest1,322$0426,412D
Operating Partnership Units$009/09/2026G1,325(1) (2) (2)Common Shares Of Beneficial Interest1,325$085,420(3)ILLC
Operating Partnership Units$009/09/2026G1,325 (2) (2)Common Shares Of Beneficial Interest1,325$02,752(4)I2020A DN GRAT
Operating Partnership Units$009/09/2026G977(5) (2) (2)Common Shares Of Beneficial Interest977$01,775(4)I2020A DN GRAT
Operating Partnership Units$009/09/2026G977 (2) (2)Common Shares Of Beneficial Interest977$0427,389D
Explanation of Responses:
1. This transaction involved a gift of OP Units by a limited liability company of which the reporting person is the manager to a grantor retained annuity trust for the benefit of the reporting person.
2. The OP Units reflected in this report are previously reported Restricted Units which have automatically converted to OP Units per their terms. The OP Units do not expire and are fully vested, transferable and can be exchanged by the holder for common shares of Vivmark Residential (the "Company") on a one-for-one basis or, at the Company's option, for the cash value of such shares.
3. Represents OP Units beneficially owned by a limited liability company, of which the reporting person is the manager.
4. Represents OP Units beneficially owned by a grantor retained annuity trust for the benefit of the reporting person.
5. This transaction involved a gift of OP Units by a grantor retained annuity trust to the reporting person.
/s/ Samantha Thompson, Attorney-in-fact09/11/2026
** 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)

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