SEC Form 4: Mcdowell Paul H was granted 24,623 shares and returned 154,196 shares to the company, closing all direct ownership in the company
$VER
Real Estate Investment Trusts
Consumer Services
| FORM 4 |
UNITED 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 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VEREIT, Inc. [ VER ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/01/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 11/01/2021 | A | 7,537(1) | A | $40.8 | 137,110 | D | |||
| Common Stock | 11/01/2021 | A | 6,129(2) | A | $48.2 | 143,239 | D | |||
| Common Stock | 11/01/2021 | A | 10,957(3) | A | $38.33 | 154,196 | D | |||
| Common Stock | 11/01/2021 | D | 55,122(4) | D | $0 | 99,074 | D | |||
| Common Stock | 11/01/2021 | D | 30,921(5) | D | $0 | 68,153 | D | |||
| Common Stock | 11/01/2021 | D | 68,153(6) | D | $0 | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $34.2 | 11/01/2021 | D | 78,947 | 02/21/2021(7) | 02/21/2028 | Common Stock | 78,947 | $0 | 0 | D | ||||
| Stock Option (right to buy) | $41.3 | 11/01/2021 | D | 81,081 | 02/20/2022(7) | 02/20/2029 | Common Stock | 81,081 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents additional performance-based restricted stock units awarded to the Reporting Person in connection with the performance-based restricted stock units awarded on February 20, 2019 pursuant to the Issuer's Equity Plan. On November 1, 2021, the Issuer determined that the pre-established performance goals had been achieved at a level resulting in a grant of performance-based restricted stock units at 160% of the target shares. |
| 2. Represents additional performance-based restricted stock units awarded to the Reporting Person in connection with the performance-based restricted stock units awarded on February 25, 2020 pursuant to the Issuer's Equity Plan. On November 1, 2021, the Issuer determined that the pre-established performance goals had been achieved at a level resulting in a grant of performance-based restricted stock units at 148.23% of the target shares. |
| 3. Represents additional performance-based restricted stock units awarded to the Reporting Person in connection with the performance-based restricted stock units awarded on February 23, 2021 pursuant to the Issuer's Equity Plan. On November 1, 2021, the Issuer determined that the pre-established performance goals had been achieved at a level resulting in a grant of performance-based restricted stock units at 160% of the target shares. |
| 4. Represents shares of VEREIT, Inc. ("VEREIT") common stock disposed in connection with the Agreement and Plan of Merger by and among Realty Income Corporation ("Realty Income"), Rams MD Subsidiary I, Inc., Rams Acquisition Sub II, LLC, VEREIT and VEREIT Operating Partnership, L.P., dated as of April 29, 2021 (as amended or supplemented from time to time, the "Merger Agreement"). In accordance with the Merger Agreement, upon the Effective Time (as defined in the Merger Agreement), each share of VEREIT common stock was converted into the right to receive 0.705 shares of common stock of Realty Income (the "Exchange Ratio"). |
| 5. As of the Effective Time, time-based restricted stock units awarded to the Reporting Person were converted into a Realty Income restricted stock unit award with respect to a number of whole shares of Realty Income common stock equal to the product obtained by multiplying the number of shares of VEREIT common stock subject to such time-based restricted stock unit award as of immediately prior to the Effective Time by the Exchange Ratio. The converted time-based restricted stock units otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time. |
| 6. As of the Effective Time, performance-based restricted stock units awarded to the Reporting Person were converted into a Realty Income restricted stock unit award with respect to a number of whole shares of Realty Income common stock equal to the product obtained by multiplying the number of shares of VEREIT common stock subject to such performance-based restricted stock unit award determined based on the actual level of achievement of the applicable performance goals as of immediately prior to the Effective Time and otherwise in accordance with the applicable award agreement by the Exchange Ratio. The converted performance-based restricted stock units otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time. |
| 7. As of the Effective Time, these options were converted into the right to acquire (i) that number of shares of Realty Income common stock equal to the product obtained by multiplying (A) the number of shares of VEREIT common stock subject to such option as of immediately prior to the Effective Time by (B) the Exchange Ratio, (ii) at an exercise price per share of Realty Income Common Stock equal to the quotient obtained by dividing (A) the exercise price per share of VEREIT common stock of such option by (B) the Exchange Ratio. |
| Remarks: |
| Executive Vice President and Chief Operating Officer |
| /s/ Justin A. Shuler, by power of attorney | 11/01/2021 | |
| ** Signature of Reporting Person | Date | |
| 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. | ||