Mahbod Nia - Apr 22, 2024 Form 4 Insider Report for Veris Residential, Inc. (VRE)

Role: CHIEF EXECUTIVE OFFICER, Director
Signature: /s/ Mahbod Nia
Stock symbol: VRE
Transactions as of: Apr 22, 2024
Transactions value $: -$1,535,294
Form type: 4
Date filed: 4/24/2024, 06:00 PM
Previous filing: Apr 5, 2024
Next filing: Jun 21, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VRE	Common Stock, $0.01 par value	Options Exercise		+51.1K	+17.19%		349K	Apr 22, 2024	Direct	F1
transaction	VRE	Common Stock, $0.01 par value	Options Exercise		+123K	+35.26%		472K	Apr 22, 2024	Direct	F2
transaction	VRE	Common Stock, $0.01 par value	Tax liability	-$1.54M	-105K	-22.2%	$14.67	367K	Apr 22, 2024	Direct	F3
transaction	VRE	Common Stock, $0.01 par value	Gift	$0	-110K	-30.08%	$0.00	256K	Apr 22, 2024	Direct	F4
transaction	VRE	Common Stock, $0.01 par value	Gift	$0	+110K	+42.75%	$0.00	368K	Apr 22, 2024	By family limited liability company	F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	VRE	Performance Vesting Restricted Stock Units	Options Exercise		-228K	-100%		0	Apr 22, 2024	Common Stock, $0.01 par value	228K	$0.00	Direct	F1, F5
transaction	VRE	Outperformance Vesting Restricted Stock Units	Options Exercise		-123K	-100%		0	Apr 22, 2024	Common Stock, $0.01 par value	123K	$0.00	Direct	F2, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On April 22, 2024, the reporting person vested in 51,139 performance vesting restricted stock units and (each, a "PVRSU") and forfeited 176,652 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').
F2	On April 22, 2024, the reporting person vested in 122,926 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.
F3	Forfeiture of shares for net share settlement of taxes on shares issued upon vesting of time vesting restricted stock units, PVRSUs and OPVRSUs.
F4	Represents transfer of shares to a family limited liability company in a transaction exempt from Section 16 pursuant to Rule 16a-13. The transfer is being reported on a voluntary basis to reconcile the reporting person's beneficial ownership as previously reported under Section 16.
F5	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.
F6	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.