KATZ A. AKIVA 4
4 · Veris Residential, Inc. · Filed May 27, 2026
Research Summary
AI-generated summary of this filing
Veris Residential (VRE) Director Akiva Sells 5.27M Shares in $19/Share Merger
What Happened
Akiva A. Katz, a director of Veris Residential, reported dispositions on May 27, 2026 related to the company’s merger. A total of 5,268,600.361 interests (45,663 shares + 5,195,930 shares + 27,007.361 phantom stock units) were cancelled and converted into cash at $19.00 per share under the merger agreement. The consideration equals approximately $100.1 million (before applicable withholding taxes). The transactions are coded as dispositions to the issuer (D) as part of the merger effective that day.
Key Details
- Transaction date: May 27, 2026 (Effective time of the merger).
- Price/consideration: $19.00 per share; total consideration ≈ $100,103,407 (before withholding).
- Shares/units cancelled: 45,663 shares; 5,195,930 shares; 27,007.361 vested phantom stock units (converted into share-equivalent cash).
- Shares owned after transaction: Reported holdings tied to these items were cancelled/converted — no reported common shares remain from these amounts.
- Footnotes of note:
- F1: Conversion and cash payment were per the Merger Agreement (shares cancelled for $19.00 each, less withholding).
- F2: One large block (5,195,930) may be attributable to funds managed by Bow Street LLC; Mr. Katz disclaims beneficial ownership except for pecuniary interest.
- F3: Phantom stock units were vested director deferred-compensation units converted to cash at the same per-share merger price.
- Filing timeliness: Form 4 filed with period/report date 2026-05-27 (same-day reporting).
Context
These dispositions are merger-related cash-outs (not open-market sales or purchases). Derivative/phantom units were converted to cash per the merger terms rather than exercised into tradable shares. The filing notes fund-related ownership (manager/pecuniary interest), which is common for investment managers and does not necessarily reflect personal trading decisions.
Insider Transaction Report
- Disposition to Issuer
Common Stock, $0.01 par value
[F1]2026-05-27−45,663→ 0 total - Disposition to Issuer
Common Stock, $0.01 par value
[F1][F2]2026-05-27−5,195,930→ 0 total(indirect: Please see footnote) - Disposition to Issuer
Phantom Stock Units
[F3]2026-05-27−27,007.361→ 0 total→ Common Stock, $0.01 par value (27,007.361 underlying)
Footnotes (3)
- [F1]On May 27, 2026, pursuant to the Agreement and Plan of Merger, dated as of February 23, 2026 (the "Merger Agreement"), by and among the Veris Residential, Inc. (the "Issuer"), Veris Residential, L.P., AC Residential Acquisition LP ("Parent"), AC Residential REIT LLC ("Merger Sub I"), and AC Residential OP LP, the Issuer merged with and into Merger Sub I (the "Merger") and each share of the Issuer's common stock, par value $0.01 per share (the "Shares"), held by the reporting person was cancelled and converted into the right to receive an amount in cash equal to $19.00 (the "Merger Consideration"), without interest thereon and less applicable withholding taxes.
- [F2]The Reporting Person, solely by virtue of his position as Managing Partner of Bow Street LLC, which is the investment manager of certain private investment funds and separately managed accounts, including Bow Street Special Opportunities Fund XV, LP, may be deemed to beneficially own the reported shares of Common Stock of the Issuer for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares of Common Stock except to the extent of his pecuniary interest therein.
- [F3]Pursuant to the terms and conditions of the Merger Agreement, on May 27, 2026 at the effective time of the Merger (the "Effective Time"), vested phantom stock units ("Phantom Stock Units") issued pursuant to the Issuer's deferred compensation plan for directors automatically were cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of Shares underlying such Phantom Stock Units immediately prior to the Effective Time and (ii) the Merger Consideration, without interest thereon.