Statement of Changes in Beneficial Ownership (4)
March 14 2022 - 04:43PM
Edgar (US Regulatory)
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FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
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| 1. Name
and Address of Reporting Person * Nia Mahbod |
2. Issuer Name and Ticker or Trading
Symbol Veris Residential, Inc. [ VRE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
Chief Executive Officer |
|
(Last)
(First)
(Middle)
C/O VERIS RESIDENTIAL, INC., HARBORSIDE 3, 210 HUDSON ST.,
STE. 400 |
3. Date of Earliest Transaction (MM/DD/YYYY)
3/10/2022
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|
(Street)
JERSEY CITY, NJ 07311
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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) |
|
Code |
V |
Amount |
(A) or (D) |
Price |
|
Time Vesting Restricted Stock
Units |
3/10/2022 |
|
A(1)(2) |
|
112740 |
A |
$0 (1) |
241552 |
D |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
|
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
|
Performance Vesting Restricted Stock
Units |
$0 (3) |
3/10/2022 |
|
A |
|
121899 |
|
(4) |
(4) |
Common Stock, $0.01 par
value |
121899 |
$0 (3) |
121899 |
D |
|
|
Outperformance Vesting Restricted Stock
Units |
$0 (5) |
3/10/2022 |
|
A |
|
112740 |
|
(6) |
(6) |
Common Stock, $0.01 par
value |
112740 |
$0 (5) |
112740 |
D |
|
| Explanation of
Responses: |
| (1) |
On March 10, 2022, the
reporting person was granted time vesting restricted stock units
(each, a "TVRSU"). Each TVRSU represents a contingent right to
receive one share of common stock, $0.01 par value (the "Common
Stock"), of Veris Residential, Inc. (the "Company"). |
| (2) |
The TVRSUs vest in three
equal annual installments beginning March 10, 2023. |
| (3) |
On March 10, 2022, the
reporting person was granted performance vesting restricted stock
units (each, a "PVRSU"). Each PVRSU represents represents a
contingent right to receive one share of Common Stock. |
| (4) |
Seventy-five percent (75%)
of the PVRSUs may vest over a three year period based on the
attainment of absolute total stockholder return ("TSR") metrics by
the Company over a three year performance period. The remaining
twenty-five percent (25%) of the PVRSUs may vest over a three year
period based on the Company's TSR relative to the TSR of a select
group of twenty-three (23) peer REITs over the same three year
performance period. PVRSUs may vest between 0% and 160% of the
"target" performance level (the number of shares listed
herein). |
| (5) |
On March 10, 2022, the
Company granted the reporting person outperformance vesting
restricted stock units (each, a "OPVRSU"). Each OPVRSU represents
represents a contingent right to receive one share of Common
Stock. |
| (6) |
The OPVRSUs may vest on
March 9, 2025 from 0% to 100% based on the attainment of certain
levels of adjusted funds from operations per share for the
Company's fiscal year ending December 31, 2024. |
Reporting
Owners
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|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
Nia Mahbod
C/O VERIS RESIDENTIAL, INC.
HARBORSIDE 3, 210 HUDSON ST., STE. 400
JERSEY CITY, NJ 07311 |
X |
|
Chief Executive Officer |
|
Signatures
|
|
/s/ Mahbod Nia |
|
3/14/2022 |
| **Signature of Reporting
Person |
Date |
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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 control number. |
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