Lauren Goldberg - Nov 1, 2021 Form 4 Insider Report for VEREIT, Inc. (VER)

Signature
/s/ Justin A. Shuler, by power of attorney
Stock symbol
VER
Transactions as of
Nov 1, 2021
Transactions value $
$971,849
Form type
4
Date filed
11/1/2021, 06:17 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VER Common Stock Award $300K +7.35K +6.12% $40.80 128K Nov 1, 2021 Direct F1
transaction VER Common Stock Award $289K +6K +4.71% $48.20 134K Nov 1, 2021 Direct F2
transaction VER Common Stock Award $382K +9.98K +7.47% $38.33 144K Nov 1, 2021 Direct F3
transaction VER Common Stock Disposed to Issuer $0 -49.8K -34.71% $0.00 93.7K Nov 1, 2021 Direct F4
transaction VER Common Stock Disposed to Issuer $0 -29K -30.97% $0.00 64.7K Nov 1, 2021 Direct F5
transaction VER Common Stock Disposed to Issuer $0 -64.7K -100% $0.00* 0 Nov 1, 2021 Direct F6

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 VER Stock Option (right to buy) Disposed to Issuer $0 -81.1K -100% $0.00* 0 Nov 1, 2021 Common Stock 81.1K $41.30 Direct F7
transaction VER Stock Option (right to buy) Disposed to Issuer $0 -78.9K -100% $0.00* 0 Nov 1, 2021 Common Stock 78.9K $34.20 Direct F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Lauren Goldberg is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 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").
F5 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.
F6 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.
F7 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, General Counsel and Secretary