SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)
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Veris Residential, Inc. (Name of Issuer) |
Common Stock, $0.01 par value (Title of Class of Securities) |
554489104 (CUSIP Number) |
09/22/2025 (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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SCHEDULE 13G
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CUSIP No. | 554489104 |
1 | Names of Reporting Persons
MIRELF VI REIT INVESTMENTS II, LLC | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,217,060.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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11 | Percent of class represented by amount in row (9)
2.37 % | ||||||||
12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
CUSIP No. | 554489104 |
1 | Names of Reporting Persons
MIRELF VI REIT | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
MARYLAND
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,217,060.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
2.37 % | ||||||||
12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
CUSIP No. | 554489104 |
1 | Names of Reporting Persons
MIRELF VI (U.S.), LP | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,217,060.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
2.37 % | ||||||||
12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
CUSIP No. | 554489104 |
1 | Names of Reporting Persons
Madison International Holdings VI, LLC | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,217,060.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
2.37 % | ||||||||
12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
CUSIP No. | 554489104 |
1 | Names of Reporting Persons
Madison International Realty VI, LLC | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,217,060.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
2.37 % | ||||||||
12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
CUSIP No. | 554489104 |
1 | Names of Reporting Persons
MIRELF VII Securities REIT | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
MARYLAND
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,972,060.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
3.18 % | ||||||||
12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
CUSIP No. | 554489104 |
1 | Names of Reporting Persons
MIRELF VII (U.S. LISTED SECURITIES), LP | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,972,060.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
3.18 % | ||||||||
12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
CUSIP No. | 554489104 |
1 | Names of Reporting Persons
MIRELF VII US Securities LLC | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,972,060.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
3.18 % | ||||||||
12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
CUSIP No. | 554489104 |
1 | Names of Reporting Persons
Madison International Holdings VII, LLC | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,972,060.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
3.18 % | ||||||||
12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
CUSIP No. | 554489104 |
1 | Names of Reporting Persons
Madison International Realty VII, LLC | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,972,060.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
3.18 % | ||||||||
12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
CUSIP No. | 554489104 |
1 | Names of Reporting Persons
Madison International Realty Partners, LP | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,189,120.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
5.55 % | ||||||||
12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
CUSIP No. | 554489104 |
1 | Names of Reporting Persons
Madison International Realty Partners GP, LLC | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,189,120.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
5.55 % | ||||||||
12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
CUSIP No. | 554489104 |
1 | Names of Reporting Persons
Madison International Realty Holdings, LLC | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,189,120.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
5.55 % | ||||||||
12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
CUSIP No. | 554489104 |
1 | Names of Reporting Persons
Ronald M. Dickerman | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,189,120.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
5.55 % | ||||||||
12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
Item 1. | |
(a) | Name of issuer:
Veris Residential, Inc. |
(b) | Address of issuer's principal executive offices:
210 Hudson Street, Suite 400, Jersey City, NJ 07311 |
Item 2. | |
(a) | Name of person filing:
This Statement is being filed jointly by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons".
MIRELF VI REIT Investments II LLC ("MIRELF VI REIT Investments")
MIRELF VI REIT ("MIRELF VI REIT")
MIRELF VI (U.S.), LP ("MIRELF VI")
Madison International Holdings VI, LLC ("Holdings VI")
Madison International Realty VI, LLC ("MIR VI")
MIRELF VII Securities REIT ("MIRELF VII REIT")
MIRELF VII (U.S. Listed Securities), LP ("MIRELF VII")
MIRELF VII US Securities LLC ("MIRELF VII US Securities")
Madison International Holdings VII, LLC ("Holdings VII")
Madison International Realty VII, LLC ("MIR VII")
Madison International Realty Partners, LP ("MIRP")
Madison International Realty Partners GP, LLC ("MIRP GP")
Madison International Realty Holdings ("MIRH")
Ronald M. Dickerman |
(b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
300 Park Avenue, 3rd Floor
New York, New York 10022 |
(c) | Citizenship:
MIRELF VI REIT Investments
Citizenship: Delaware
MIRELF VI REIT
Citizenship: Maryland
MIRELF VI
Citizenship: Delaware
Holdings VI
Citizenship: Delaware
MIR VI
Citizenship: Delaware
MIRELF VII REIT
Citizenship: Maryland
MIRELF VII
Citizenship: Delaware
MIRELF VII US Securities
Citizenship: Delaware
Holdings VII
Citizenship: Delaware
MIR VII
Citizenship: Delaware
MIRP
Citizenship: Delaware
MIRP GP
Citizenship: Delaware
MIRH
Citizenship: Delaware
Ronald M. Dickerman
Citizenship: United States |
(d) | Title of class of securities:
Common Stock, $0.01 par value |
(e) | CUSIP No.:
554489104 |
Item 4. | Ownership |
(a) | Amount beneficially owned:
The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
Beneficial ownership percentages are calculated based on approximately 93,421,769 Shares outstanding as of July 21, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on July 23, 2025.
Fund VI:
2,217,060 Shares reported hereby as being owned by MIRELF VI REIT Investments are owned directly by MIRELF VI REIT Investments. MIRELF VI REIT, as sole member and managing member of MIRELF VI REIT Investments, may be deemed to be a beneficial owner of all such Shares owned by MIRELF VI REIT Investments. MIRELF VI, as the sole shareholder and Trustee of MIRELF VI REIT, may be deemed to be a beneficial owner of all such Shares owned by MIRELF VI REIT Investments. Holdings VI, as the general partner of MIRELF VI, may be deemed to be a beneficial owner of all such Shares owned by MIRELF VI REIT Investments. MIR VI, as the asset manager of MIRELF VI, may be deemed to be a beneficial owner of all such Shares owned by MIRELF VI REIT Investments. MIRH, as the sole member and managing member of MIR VI, may be deemed to be a beneficial owner of all such Shares owned by MIRELF VI REIT Investments. MIRP, as the managing member of MIRH, may be deemed to be a beneficial owner of all such Shares owned by MIRELF VI REIT Investments. MIRP GP, as the general partner of MIRP, may be deemed to be a beneficial owner of all such Shares owned by MIRELF VI REIT Investments. Mr. Dickerman, as the managing member of Holdings VI and MIRP GP, may be deemed to be a beneficial owner of all such Shares owned by MIRELF VI REIT Investments.
Fund VII:
2,972,060 Shares reported hereby as being owned by MIRELF VII US Securities are owned directly by MIRELF VII US Securities. MIRELF VII, as the sole shareholder and Trustee of MIRELF VII REIT, may be deemed to be a beneficial owner of all such Shares owned by MIRELF VII US Securities. Holdings VII, as the general partner of MIRELF VII, may be deemed to be a beneficial owner of all such Shares owned by MIRELF VII US Securities. MIR VII, as the asset manager of MIRELF VII, may be deemed to be a beneficial owner of all such shares owned by MIRELF VII US Securities. MIRH, as the sole member and managing member of MIR VII, may be deemed to be a beneficial owner of all such shares owned by MIRELF VII US Securities. MIRP, as the managing member of MIRH, may be deemed to be a beneficial owner of all such shares owned by MIRELF VII REIT. MIRP GP, as the general partner of MIRP, may be deemed to be a beneficial owner of all such shares owned by MIRELF VII US Securities. Mr. Dickerman, as the managing member of Holdings VII and MIRP GP, may be deemed to be a beneficial owner of all such Shares owned by MIRELF VII US Securities.
Holdings VI, MIR VI, Holdings VII, MIR VII, MIRP, MIRP GP, MIRH and Mr. Dickerman disclaim beneficial ownership of the shares of Common Stock beneficially owned by MIRELF VI REIT Investments, MIRELF VI REIT, MIRELF VI, MIRELF VII US Securities, MIRELF VII REIT, and MIRELF VII to the extent that equity interests in such entities are held directly or indirectly by persons other than Holdings VI, MIR VI, Holdings VII, MIR VII, MIRP, MIRP GP, MIRH or Mr. Dickerman. |
(b) | Percent of class:
5.55% |
(c) | Number of shares as to which the person has:
|
(i) Sole power to vote or to direct the vote:
0 | |
(ii) Shared power to vote or to direct the vote:
5,189,120 | |
(iii) Sole power to dispose or to direct the disposition of:
0 | |
(iv) Shared power to dispose or to direct the disposition of:
5,189,120 | |
Item 5. | Ownership of 5 Percent or Less of a Class. |
Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
Not Applicable
| |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable
| |
Item 8. | Identification and Classification of Members of the Group. |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
The Reporting Persons are filing this 13G to report a change in reporting status from Schedule 13D to Schedule 13G. The Reporting Persons previously filed a Schedule 13D to reflect their beneficial ownership of the Issuer's common stock and to provide information required under Rule 13d-1(a) and Rule 13d-2(a) of the Securities Exchange Act of 1934. The Reporting Persons are now eligible to report their beneficial ownership on Schedule 13G pursuant to Section 240.13d-1(c), as they no longer hold the securities with the purpose or effect of changing or influencing control of the Issuer, nor are they acting as part of a group with such purpose or effect. Accordingly, this Schedule 13G supersedes the previously filed Schedule 13D. | |
Item 9. | Notice of Dissolution of Group. |
Not Applicable
|
Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 99.1:
Joint Filing Agreement, dated as of February 13, 2020, by and among MIRELF VI REIT Investments, MIRELF VI REIT, MIRELF VI, Holdings VI, MIR VI, MIRELF VII US Securities, MIRELF VII REIT, MIRELF VII, Holdings VII, MIR VII, MIRP, MIRP GP, MIRH and Mr. Dickerman. |