Glenn J. Rufrano - Nov 1, 2021 Form 4 Insider Report for VEREIT, Inc. (VER)

Role: Chief Executive Officer, Director
Signature: /s/ Justin A. Shuler, by power of attorney
Stock symbol: VER
Transactions as of: Nov 1, 2021
Transactions value $: $5,807,627
Form type: 4
Date filed: 11/1/2021, 06:30 PM
Next filing: Nov 21, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VER	Common Stock	Award	$2M	+49K	+6.06%	$40.80	858K	Nov 1, 2021	Direct	F1
transaction	VER	Common Stock	Award	$1.61M	+33.4K	+3.89%	$48.20	891K	Nov 1, 2021	Direct	F2
transaction	VER	Common Stock	Award	$2.2M	+57.4K	+6.44%	$38.33	948K	Nov 1, 2021	Direct	F3
transaction	VER	Common Stock	Disposed to Issuer	$0	-408K	-43.08%	$0.00	540K	Nov 1, 2021	Direct	F4
transaction	VER	Common Stock	Disposed to Issuer	$0	-154K	-28.44%	$0.00	386K	Nov 1, 2021	Direct	F5
transaction	VER	Common Stock	Disposed to Issuer	$0	-386K	-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.

Glenn J. Rufrano 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.