0001507385-21-000249.txt : 20211101 0001507385-21-000249.hdr.sgml : 20211101 20211101183035 ACCESSION NUMBER: 0001507385-21-000249 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211101 FILED AS OF DATE: 20211101 DATE AS OF CHANGE: 20211101 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RUFRANO GLENN J CENTRAL INDEX KEY: 0001167958 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35263 FILM NUMBER: 211368650 MAIL ADDRESS: STREET 1: C/O NEW PLAN EXCEL REALTY TRUST, INC. STREET 2: 1120 AVENUE OF THE AMERICAS, SUITE 1200 CITY: NEW YORK STATE: NY ZIP: 10036 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VEREIT, Inc. CENTRAL INDEX KEY: 0001507385 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 452482685 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2325 E. CAMELBACK ROAD STREET 2: 9TH FLOOR CITY: PHOENIX STATE: AZ ZIP: 85016 BUSINESS PHONE: 602-778-6000 MAIL ADDRESS: STREET 1: 2325 E. CAMELBACK ROAD STREET 2: 9TH FLOOR CITY: PHOENIX STATE: AZ ZIP: 85016 FORMER COMPANY: FORMER CONFORMED NAME: American Realty Capital Properties, Inc. DATE OF NAME CHANGE: 20101208 4 1 wf-form4_163580581992713.xml FORM 4 X0306 4 2021-11-01 1 0001507385 VEREIT, Inc. VER 0001167958 RUFRANO GLENN J C/O VEREIT, INC. 2325 E. CAMELBACK ROAD, 9TH FLOOR PHOENIX AZ 85016 1 1 0 0 Chief Executive Officer Common Stock 2021-11-01 4 A 0 49019 40.80 A 857523 D Common Stock 2021-11-01 4 A 0 33354 48.20 A 890877 D Common Stock 2021-11-01 4 A 0 57396 38.33 A 948273 D Common Stock 2021-11-01 4 D 0 408472 0 D 539801 D Common Stock 2021-11-01 4 D 0 153517 0 D 386284 D Common Stock 2021-11-01 4 D 0 386284 0 D 0 D Stock Option (right to buy) 41.3 2021-11-01 4 D 0 81081 0 D 2022-02-20 2029-02-20 Common Stock 81081.0 0 D Stock Option (right to buy) 34.2 2021-11-01 4 D 0 78947 0 D 2021-02-21 2028-02-21 Common Stock 78947.0 0 D 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. 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. 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. 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"). 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. 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. 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. /s/ Justin A. Shuler, by power of attorney 2021-11-01