Veris Residential, Inc. — Director's Dealing 2016

Jan 8, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MACK CALI REALTY CORP (CLI)
CIK: 0000924901
Period of Report: 2016-01-06

Reporting Person: DeMarco Michael J. (President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-06	Restricted Stock Units	A	126.11	—	Acquired	19194.13	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-06	Performance Stock Units	$0	A	378.33	Acquired		Common Stock (378.33)	Direct

Footnotes

F1: On June 5, 2015 (the "Grant Date"), the reporting person was issued 18,775.27 restricted stock units ("RSUs") which shall vest in three equal, annual installments commencing June 5, 2016. Each RSU represents a contingent right to receive one share of common stock of Mack-Cali Realty Corporation (the "Company"). Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on the Company's common stock. On January 6, 2016, the record date for the Company's quarterly dividend on its common stock (the "Dividend Record Date"), 126.11 dividend equivalent rights at $22.68 per RSU were credited to the reporting person's account.

F2: The RSUs attributable to dividend equivalents shall vest when, and to the extent, the underlying RSUs are vested.

F3: On the Grant Date, the reporting person was granted 56,325.82 performance stock units ("PSUs") which shall vest based on the degree to which a relative total shareholder return target is attained for the three year performance period commencing on the Grant Date. Each PSU represents a contingent right to receive one share of the Company's common stock. Dividend equivalent rights accrue with respect to these PSUs when and as dividends are paid on the Company's common stock. On the Dividend Record Date, 378.33 dividend equivalent rights at $22.68 per PSU were credited to the reporting person's account.

F4: The PSUs attributable to dividend equivalents shall vest when, and to the extent, the underlying PSUs are vested.

F5: Reported amount excludes options to purchase 400,000 shares of the Company's common stock directly beneficially owned by the reporting person.