| | | | | | | | | | | | | | | | | | | | | |
Ownership Document |
Schema Version: X0508 |
Document Type: 4 |
Period of Report: 4/22/24 |
Issuer: |
| Issuer CIK: 924901 |
| Issuer Name: Veris Residential, Inc. |
| Issuer Trading Symbol: VRE |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1867946 |
| | Owner Name: Malhari Anna |
| Reporting Owner Address: |
| | Owner Street 1: C/O VERIS RESIDENTIAL, INC. |
| | Owner Street 2: HARBORSIDE 3, 210 HUDSON ST., STE. 400 |
| | Owner City: JERSEY CITY |
| | Owner State: NJ |
| | Owner ZIP Code: 07311 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: EVP & CHIEF OPERATING OFFICER |
| | Other Text: |
Aff 10b5 One: 0 |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock, $0.01 par value |
| | Transaction Date: |
| | | Value: 4/22/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 1,279 |
| | | Transaction Price Per Share: |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 64,092 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| | | Nature of Ownership: |
| Value: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock, $0.01 par value |
| | Transaction Date: |
| | | Value: 4/22/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 9,219 |
| | | Transaction Price Per Share: |
| Footnote ID: F2 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 73,311 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| | | Nature of Ownership: |
| Value: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock, $0.01 par value |
| | Transaction Date: |
| | | Value: 4/22/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: F |
| | | Equity Swap Involved? No |
| | | Footnote ID: F3 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 4,907 |
| | | Transaction Price Per Share: |
| Value: 14.665 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 68,404 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| | | Nature of Ownership: |
| Value: |
Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Performance Vesting Restricted Stock Units |
| | Conversion or Exercise Price: |
| | | Value: 0 |
| | | Footnote ID: F1 |
| | Transaction Date: |
| | | Value: 4/22/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 5,695 |
| | | Transaction Price Per Share: |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F4 |
| | Expiration Date: |
| | | Footnote ID: F4 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock, $0.01 par value |
| | | Underlying Security Shares: |
| Value: 5,695 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| | | Nature of Ownership: |
| Value: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Outperformance Vesting Restricted Stock Units |
| | Conversion or Exercise Price: |
| | | Value: 0 |
| | | Footnote ID: F2 |
| | Transaction Date: |
| | | Value: 4/22/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 9,219 |
| | | Transaction Price Per Share: |
| Footnote ID: F2 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F5 |
| | Expiration Date: |
| | | Footnote ID: F5 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock, $0.01 par value |
| | | Underlying Security Shares: |
| Value: 9,219 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| | | Nature of Ownership: |
| Value: |
Footnotes: |
| Footnote - F1: On April 22, 2024, the reporting person vested in 1,279 performance vesting restricted stock units and (each, a "PVRSU") and forfeited 4,416 PVRSUs that did not vest at the end of the applicable three year performance period. Each PVRSU represented a contingent right to receive one share of common stock, $0.01 par value (the "Common Stock") of Veris Residential, Inc. (the "Company'). |
| Footnote - F2: On April 22, 2024, the reporting person vested in 9,219 outperformance vesting restricted stock units and (each, an "OPVRSU") that vested based upon performance criteria achieved as of December 31, 2023. Each OPVRSU represented a contingent right to receive one share of the Company's Common Stock. |
| Footnote - F3: Forfeiture of shares for net share settlement of taxes on shares issued upon vesting of time vesting restricted stock units, PVRSUs and OPVRSUs. |
| Footnote - F4: Seventy-five percent (75%) of the PVRSUs were eligible to vest over a three year period ended April 20, 2024 based on the attainment of absolute total stockholder return ("TSR") metrics by the Company. The remaining twenty-five percent (25%) of the PVRSUs were eligible to vest over a three year period ended April 21, 2024 based on the Company's TSR relative to the TSR of a select group of twenty-four (24) peer REITs over the same three year performance period. |
| Footnote - F5: Each OPVRSU was eligible to vest on April 22, 2024 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, 2023. |
Owner Signature: |
| Signature Name: /s/ Anna Malhari |
| Signature Date: 4/24/24 |