08/17/2026 | Press release | Distributed by Public on 08/17/2026 14:48
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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) | ||
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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 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 | ||||||||
| Employee Stock Options (Right to Buy) | $180.32 | 08/17/2026 | D(5) | 2,444 | 03/01/2023 | 02/25/2031 | Common Stock | 2,444 | (5) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Walsh Alaine Susan C/O AVALONBAY COMMUNITIES, INC. 4040 WILSON BOULEVARD STE 1000 ARLINGTON, VA 22203 |
Executive Vice President | |||
| By Lee N. Davis under Power of Attorney dated as of January 31, 2024 | 08/17/2026 | |
| **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) | Represents the deemed acquisition of common stock, par value $0.01 per share ("AVB Common Stock"), of AvalonBay Communities, Inc., a Maryland corporation ("AVB"), pursuant to restricted stock units that were subject to performance-based vesting conditions (each, a "PSU"), which were previously granted to the Reporting Person. The number of PSUs reflects deemed achievement at the greater of actual performance and the target level for each respective award, as determined by the Compensation Committee of AVB effective as of the Effective Time (as defined below), and the PSUs converted into the right to receive restricted shares of Equity Residential, a Maryland real estate investment trust ("EQR") or limited partnership interests in ERP Operating Limited Partnership, an Illinois limited partnership ("ERP OP"), the operating partnership of EQR, in each case, subject to the same time-based vesting conditions that were previously applicable to the PSUs. |
| (2) | Pursuant to the Agreement and Plan of Merger, dated as of May 20, 2026 (the "Merger Agreement"), by and among AVB, EQR, ERP OP, and Canopy Merger Sub LLC, a Maryland limited liability company ("Merger Sub"), AVB and EQR combined in a merger of equals on August 17, 2026, with AVB merging with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of EQR (the "Merger"). In connection with the Merger, EQR changed its name to Vivmark Residential. |
| (3) | At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of AVB Common Stock held by the Reporting Person was automatically converted into the right to receive 2.793 (the "Exchange Ratio") common shares of beneficial interest, $0.01 par value per share ("EQR Common Shares"), of EQR, plus the right to receive cash in lieu of fractional EQR Common Shares, if any, into which such AVB Common Stock would have been converted. On August 14, 2026, the closing price of AVB Common Stock was $184.06 per share and the closing price of EQR Common Shares was $65.97 per share. |
| (4) | This total includes shares of AVB Common Stock, restricted shares and PSUs deemed to have been earned as of the Effective Time. |
| (5) | Pursuant to the Merger Agreement, effective as of the Effective Time, the Reporting Person's options to acquire AVB Common Stock that were outstanding at the Effective Time were converted into the right to receive options to acquire EQR Common Shares, where the number of EQR Common Shares subject to such converted option is equal to (i) the number of shares of AVB Common Stock subject to the corresponding AVB option award immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio (rounded down to the nearest whole number of shares), and the exercise price of each converted option award is equal to (A) the exercise price of the corresponding AVB option award immediately prior to the Effective Time divided by (B) the Exchange Ratio (rounded up to the nearest whole cent). |