FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/02/2023 |
3. Issuer Name and Ticker or Trading Symbol
VERIZON COMMUNICATIONS INC [ VZ ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 15,896 | D | |
Common Stock | 4,864 | I | By 401(k) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Phantom Stock (unitized) | (1) | (1) | Common Stock | 9,460 | (1) | I | By Deferred Compensation Plan |
Special Restricted Stock Units - 2020 Award | (2) | (2) | Common Stock | 5,625 | (2) | D | |
Performance Stock Units - 2021 Award | (3) | (3) | Common Stock | 4,325 | (3) | D | |
Restricted Stock Units - 2021 Award | (4) | (4) | Common Stock | 1,923 | (4) | D | |
Special Restricted Stock Units - 2021 Award | (5) | (5) | Common Stock | 14,556 | (5) | D | |
Performance Stock Units - 2022 Award | (6) | (6) | Common Stock | 7,430 | (6) | D | |
Restricted Stock Units - 2022 Award | (7) | (7) | Common Stock | 6,605 | (7) | D | |
Restricted Stock Units - 2023 Award | (8) | (8) | Common Stock | 46,671 | (8) | D |
Explanation of Responses: |
1. Each share of phantom stock is the economic equivalent of a portion of one share of common stock and is settled in cash. The shares of phantom stock become payable upon events established by the reporting person in accordance with the deferred compensation plan. The number of shares is based upon 33,149.165 units held as of March 2, 2023. |
2. Each Special Restricted Stock Unit (RSU) represents the right to receive one share of common stock, plus accrued dividends, on the payment date with respect to the date that the RSU vests. Subject to the terms of the RSU Agreement, the RSUs will vest on December 1, 2023. |
3. Each Performance Stock Unit (PSU) represents the right to receive one share of common stock, plus accrued dividends, on the payment date with respect to the date that the PSU vests. The PSUs will vest on December 31, 2023, subject to the terms of the PSU Agreement, which also provides for an additional number of units to vest if certain performance conditions unrelated to the price of the issuer's stock are achieved. |
4. Each RSU represents the right to receive one share of common stock, plus accrued dividends, on the payment date with respect to the date that the RSU vests. Subject to the terms of the RSU Agreement, the RSUs will vest on March 1, 2024. |
5. Each Special RSU represents the right to receive an amount payable in cash equal to the economic equivalent of one share of common stock, plus accrued dividends, on the applicable vesting date. Subject to the terms of the RSU Agreement, the RSUs will vest on October 29, 2023. |
6. Each PSU represents the right to receive one share of common stock, plus accrued dividends, on the payment date with respect to the date that the PSU vests. The PSUs will vest on December 31, 2024, subject to the terms of the PSU Agreement, which also provides for an additional number of units to vest if certain performance conditions unrelated to the price of the issuer's stock are achieved. |
7. Each RSU represents the right to receive one share of common stock, plus accrued dividends, on the payment date with respect to the date that the RSU vests. Subject to the terms of the RSU Agreement, the RSUs will vest in two equal installments on March 1, 2024 and March 1, 2025, respectively. |
8. Each RSU represents the right to receive one share of common stock, plus accrued dividends, on the payment date with respect to the date that the RSU vests. Subject to the terms of the RSU Agreement, the RSUs will vest in three equal annual installments beginning on March 1, 2024. |
Brandon N. Egren, Attorney-in-fact for Joseph J. Russo | 03/10/2023 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |