| UNITED
STATES |
| SECURITIES
AND EXCHANGE COMMISSION |
| Washington,
D.C. 20549 |
| |
| SCHEDULE
13G |
| |
| Under
the Securities Exchange Act of 1934 |
| |
| (Amendment
No. )* |
| |
| Veris
Residential, Inc. |
| (Name
of Issuer) |
| |
| Common
Stock |
| (Title
of Class of Securities) |
| |
| 554489104 |
| (CUSIP
Number) |
| |
| December
31, 2022 |
| (Date
of Event which Requires Filing of this Statement) |
| Check
the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| |
| x |
Rule 13d-1(b) |
| o |
Rule 13d-1(c) |
| o |
Rule 13d-1(d) |
| |
|
*The remainder
of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior
cover page.
The information
required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
| CUSIP
No. 554489104 |
13G |
Page
2 of 7 |
| 1 |
Names
of Reporting Persons |
| H/2
CREDIT MANAGER LP |
| 2 |
Check
the appropriate box if a member of a Group (see instructions) |
(a) o
(b) x |
| 3 |
Sec
Use Only |
| |
| 4 |
Citizenship
or Place of Organization |
| DELAWARE |
Number
of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5 |
Sole
Voting Power |
| 0 |
| 6 |
Shared
Voting Power |
| 4,697,314 |
| 7 |
Sole
Dispositive Power |
| 0 |
| 8 |
Shared
Dispositive Power |
| 4,697,314 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
| 4,697,314 |
| 10 |
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
| Not
Applicable |
| 11 |
Percent
of class represented by amount in row (9) |
| 5.16% |
| 12 |
Type
of Reporting Person (See Instructions) |
| IA,
PN |
| |
|
|
|
| CUSIP
No. 554489104 |
13G |
Page
3 of 7 |
| 1 |
Names
of Reporting Persons |
| H/2
CREDIT MANAGER GP LLC |
| 2 |
Check
the appropriate box if a member of a Group (see instructions) |
(a) o
(b) x |
| 3 |
Sec
Use Only |
| |
| 4 |
Citizenship
or Place of Organization |
| DELAWARE |
Number
of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5 |
Sole
Voting Power |
| 0 |
| 6 |
Shared
Voting Power |
| 4,697,314 |
| 7 |
Sole
Dispositive Power |
| 0 |
| 8 |
Shared
Dispositive Power |
| 4,697,314 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
| 4,697,314 |
| 10 |
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
| Not
Applicable |
| 11 |
Percent
of class represented by amount in row (9) |
| 5.16% |
| 12 |
Type
of Reporting Person (See Instructions) |
| OO |
| |
|
|
|
| CUSIP
No. 554489104 |
13G |
Page
4 of 7 |
| Item 1. | |
| | |
| (a) | Name
of Issuer: |
| | |
| |
Veris
Residential, Inc. |
| | |
| (b) | Address
of Issuer’s Principal Executive Offices: |
| | |
| | Harborside
3, 210 Hudson St, Suite 400, Jersey City, NJ 07311 |
| (a) | Name
of Person Filing: |
| | | |
| | | This Schedule
13G is filed by: |
| (i) | H/2
Credit Manager LP is the principal investment manager to a number of private funds (collectively,
the “H/2 Funds”). H/2 SO Manager IV LP and H/2 SO Manager V LP are Delaware limited
partnerships and relying advisers to H/2 Credit Manager LP that serve as investment managers
to certain H/2 Funds. The shares reported in this Schedule 13G are held in the H/2 Funds
advised by H/2 SO Manager IV LP and H/2 SO Manager V LP. |
| (ii) | H/2
Credit Manager GP LLC is the general partner of H/2 Credit Manager LP. Together with H/2
SO Manager GP IV LLC and H/2 SO Manager GP V LLC, the general partners of the relying advisers,
H/2 Credit Manager GP LLC may be deemed to be the indirect beneficial owners of the shares
of Common Stock by virtue of such position. |
| (b) | Address
of Principal Business Office or, if None, Residence: |
| | |
| | H/2
Credit Manager LP
680
Washington Boulevard, Seventh Floor
Stamford,
CT 06901
|
| (c) | Citizenship:
|
| | |
| | H/2
Credit Manager LP is a Delaware limited partnership. |
| | |
| | H/2
Credit Manager GP LLC is a Delaware liability company. |
| | |
| (d) | Title
and Class of Securities: Common Stock |
| CUSIP
No. 554489104 |
13G |
Page
5 of 7 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | o |
Broker or dealer registered under Section 15 of the Act; |
| (b) | o |
Bank as defined in Section 3(a)(6) of the Act; |
| (c) | o |
Insurance company as defined in Section 3(a)(19) of the Act; |
| (d) | o |
Investment company registered under Section 8 of the Investment Company Act of 1940; |
| (e) | x |
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| (f) | o |
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
| (g) | x |
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
| (h) | o |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | o |
A church plan that is excluded from the definition of an investment company under section 3(c)(14 of the Investment Company Act of 1940; |
| (j) | o |
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); |
| (k) | o |
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
The beneficial ownership of each of the Reporting Persons as of December 31, 2022 is as follows:
| (a) | Amount
Beneficially Owned: 4,697,314 |
| (b) | Percent
of Class: 5.16% |
| (c) | Number
of shares as to which such person has: |
| (i) | Sole
power to vote or to direct the vote: 0 |
| (ii) | Shared
power to vote or to direct the vote: 4,697,314 |
| (iii) | Sole
power to dispose or to direct the disposition of: 0 |
| (iv) | Shared
power to dispose or to direct the disposition of: 4,697,314 |
| 2. | H/2
Credit Manager GP LLC |
| (d) | Amount
Beneficially Owned: 4,697,314 |
| (e) | Percent
of Class: 5.16% |
| (f) | Number
of shares as to which such person has: |
| (v) | Sole
power to vote or to direct the vote: 0 |
| (vi) | Shared
power to vote or to direct the vote: 4,697,314 |
| (vii) | Sole
power to dispose or to direct the disposition of: 0 |
| (viii) | Shared
power to dispose or to direct the disposition of: 4,697,314 |
| CUSIP
No. 554489104 |
13G |
Page
6 of 7 |
| Item 5. | Ownership of Five Percent or Less of a Class. |
| | |
| | Not Applicable |
| Item 6. | Ownership of more than Five Percent on Behalf of Another Person. |
| | |
| | Not Applicable |
| Item 7. | Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person. |
| | |
| | Not Applicable |
| Item 8. | Identification and classification of members of the group. |
| | |
| | Not Applicable |
| Item 9. | Notice of Dissolution of Group. |
| | |
| | Not Applicable |
By
signing below the signatory certifies that, to the best of his knowledge and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.
| CUSIP
No. 554489104 |
13G |
Page
7 of 7 |
SIGNATURE
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: February 13, 2023 |
|
| |
|
|
| H/2 CREDIT MANAGER LP |
|
| By: |
H/2 CREDIT MANAGER GP LLC, its General Partner |
|
| |
|
|
| By: |
/s/ Spencer Haber |
|
| Name: |
Spencer B. Haber |
|
| Title: |
Member |
|
| |
|
|
| H/2 CREDIT MANAGER GP LLC |
|
| |
|
|
| By: |
/s/ Spencer Haber |
|
| Name: |
Spencer B. Haber |
|
| Title: |
Member |
|