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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Performance Vesting Restricted Stock Units | $ 0 (3) | 04/29/2022 | A | 20,418 | (4) | (4) | Common Stock, $0.01 par value | 20,418 | $ 0 (3) | 20,418 | D | ||||
Outperformance Vesting Restricted Stock Units | $ 0 (5) | 04/29/2022 | A | 17,489 | (6) | (6) | Common Stock, $0.01 par value | 17,489 | $ 0 (5) | 17,489 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Fielder Taryn D. C/O VERIS RESIDENTIAL, INC. HARBORSIDE 3, 210 HUDSON STREET JERSEY CITY, NJ 07311 |
EVP, GENERAL COUNSEL & SEC. |
/s/ Taryn D. Fielder | 05/03/2022 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | On April 29, 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 April 29, 2023. |
(3) | On April 29, 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 April 29, 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 April 29, 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. |