SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TURKANIS JEFFREY SCOTT

(Last)

(First)

(Middle)

C/O VERIS RESIDENTIAL, INC.

HARBORSIDE 3, 210 HUDSON STREET

(Street)

JERSEY CITY

07311

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Veris Residential, Inc. [ VRE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & CHIEF INVESTMENT OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Time Vesting Restricted Stock Units	04/29/2022		A⁽¹⁾⁽²⁾		15,615	A	$0⁽¹⁾	41,641	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Vesting Restricted Stock Units	$0⁽³⁾	04/29/2022		A		18,231		⁽⁴⁾	⁽⁴⁾	Common Stock, $0.01 par value	18,231	$0⁽³⁾	18,231	D
Outperformance Vesting Restricted Stock Unit	$0⁽⁵⁾	04/29/2022		A		15,615		⁽⁶⁾	⁽⁶⁾	Common Stock, $0.01 par value	15,615	$0⁽⁵⁾	15,615	D

Explanation of Responses:

1. On April 29, 2022, the reporting person was granted time vesting restricted stock units (each, a "TVRSU"). Each TVRSU represents a contingent right to receive one share of common stock, $0.01 par value (the "Common Stock"), of Veris Residential, Inc. (the "Company").

2. The TVRSUs vest in three equal annual installments beginning April 29, 2023.

3. On April 29, 2022, the reporting person was granted performance vesting restricted stock units (each, a "PVRSU"). Each PVRSU represents represents a contingent right to receive one share of Common Stock.

4. Seventy-five percent (75%) of the PVRSUs may vest over a three year period based on the attainment of absolute total stockholder return ("TSR") metrics by the Company over a three year performance period. The remaining twenty-five percent (25%) of the PVRSUs may vest over a three year period based on the Company's TSR relative to the TSR of a select group of twenty-three (23) peer REITs over the same three year performance period. PVRSUs may vest between 0% and 160% of the "target" performance level (the number of shares listed herein).

5. On April 29, 2022, the Company granted the reporting person outperformance vesting restricted stock units (each, a "OPVRSU"). Each OPVRSU represents represents a contingent right to receive one share of Common Stock.

6. The OPVRSUs may vest on April 29, 2025 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, 2024.

	/s/ Jeffrey Scott Turkanis	05/03/2022
	** Signature of Reporting Person	Date
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