| UNITED
STATES |
| SECURITIES
AND EXCHANGE COMMISSION |
| Washington,
D.C. 20549 |
| |
| SCHEDULE
13G |
| |
| Under
the Securities Exchange Act of 1934 |
| |
| (Amendment
No. 1)* |
| |
| Veris
Residential, Inc. |
| (Name
of Issuer) |
| |
| Common
Stock |
| (Title
of Class of Securities) |
| |
| 554489104 |
| (CUSIP
Number) |
| |
| December
31, 2023 |
| (Date
of Event which Requires Filing of this Statement) |
| Check
the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| |
| x |
Rule 13d-1(b) |
| o |
Rule 13d-1(c) |
| o |
Rule 13d-1(d) |
| |
|
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 554489104 |
13G |
Page
2 of 7 |
| 1 |
Names
of Reporting Persons |
| H/2
CREDIT MANAGER LP |
| 2 |
Check
the appropriate box if a member of a Group (see instructions) |
(a) o
(b) x |
| 3 |
Sec
Use Only |
| |
| 4 |
Citizenship
or Place of Organization |
| DELAWARE |
Number
of
Shares
Beneficially
Owned by Each
Reporting Person With: |
5 |
Sole
Voting Power |
| 0 |
| 6 |
Shared
Voting Power |
| 4,297,314 |
| 7 |
Sole
Dispositive Power |
| 0 |
| 8 |
Shared
Dispositive Power |
| 4,297,314 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
| 4,297,314 |
| 10 |
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
| Not
Applicable |
| 11 |
Percent
of class represented by amount in row (9) |
| 4.66% |
| 12 |
Type
of Reporting Person (See Instructions) |
| IA,
PN |
| |
|
|
|
| CUSIP No. 554489104 |
13G |
Page
3 of 7 |
| 1 |
Names
of Reporting Persons |
| H/2
CREDIT MANAGER GP LLC |
| 2 |
Check
the appropriate box if a member of a Group (see instructions) |
(a) o
(b) x |
| 3 |
Sec
Use Only |
| |
| 4 |
Citizenship
or Place of Organization |
| DELAWARE |
Number
of
Shares
Beneficially
Owned by Each
Reporting
Person With: |
5 |
Sole
Voting Power |
| 0 |
| 6 |
Shared
Voting Power |
| 4,297,314 |
| 7 |
Sole
Dispositive Power |
| 0 |
| 8 |
Shared
Dispositive Power |
| 4,297,314 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
| 4,297,314 |
| 10 |
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
| Not
Applicable |
| 11 |
Percent
of class represented by amount in row (9) |
| 4.66%
|
| 12 |
Type
of Reporting Person (See Instructions) |
| OO |
| |
|
|
|
| CUSIP No. 554489104 |
13G |
Page
4 of 7 |
Veris
Residential, Inc.
| (b) | Address of Issuer’s
Principal Executive Offices: |
Harborside
3, 210 Hudson St, Suite 400, Jersey City, NJ 07311
| (a) | Name
of Person Filing: |
This
Schedule 13G is filed by:
| (i) | H/2
Credit Manager LP is the principal investment manager to a number of private funds (collectively,
the “H/2 Funds”). H/2 SO Manager IV LP and H/2 SO Manager V LP are Delaware
limited partnerships and relying advisers to H/2 Credit Manager LP that serve as investment
managers to certain H/2 Funds. The shares reported in this Schedule 13G are held in the
H/2 Funds advised by H/2 SO Manager IV LP and H/2 SO Manager V LP. |
| (ii) | H/2
Credit Manager GP LLC is the general partner of H/2 Credit Manager LP. Together with
H/2 SO Manager GP IV LLC and H/2 SO Manager GP V LLC, the general partners of the relying
advisers, H/2 Credit Manager GP LLC may be deemed to be the indirect beneficial owners
of the shares of Common Stock by virtue of such position. |
| (b) | Address
of Principal Business Office or, if None, Residence: |
H/2 Credit Manager LP
680 Washington Boulevard,
Seventh Floor
Stamford, CT 06901
H/2 Credit Manager LP
is a Delaware limited partnership.
H/2 Credit Manager GP
LLC is a Delaware liability company.
| (d) | Title
and Class of Securities: Common Stock |
| CUSIP No. 554489104 |
13G |
Page
5 of 7 |
| Item 3. | If this statement is
filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| |
(a) |
o |
Broker or dealer registered under Section 15 of the Act; |
| |
(b) |
o |
Bank as defined in Section 3(a)(6) of the Act; |
| |
(c) |
o |
Insurance company as defined in Section 3(a)(19) of the Act; |
| |
(d) |
o |
Investment company registered under Section 8 of the Investment Company Act of 1940; |
| |
(e) |
x |
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| |
(f) |
o |
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
| |
(g) |
x |
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
| |
(h) |
o |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| |
(i) |
o |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; |
| |
(j) |
o |
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); |
| |
(k) |
o |
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
The beneficial ownership of
each of the Reporting Persons as of December 31, 2023 is as follows:
| (a) | Amount
Beneficially Owned: 4,297,314 |
| (b) | Percent
of Class: 4.66% |
| (c) | Number
of shares as to which such person has: |
| (i) | Sole
power to vote or to direct the vote: 0 |
| (ii) | Shared
power to vote or to direct the vote: 4,297,314 |
| (iii) | Sole
power to dispose or to direct the disposition of: 0 |
| (iv) | Shared
power to dispose or to direct the disposition of: 4,297,314 |
| 2. | H/2
Credit Manager GP LLC |
| (d) | Amount
Beneficially Owned: 4,297,314 |
| (e) | Percent
of Class: 4.66% |
| (f) | Number
of shares as to which such person has: |
| (v) | Sole
power to vote or to direct the vote: 0 |
| (vi) | Shared
power to vote or to direct the vote: 4,297,314 |
| (vii) | Sole
power to dispose or to direct the disposition of: 0 |
| (viii) | Shared
power to dispose or to direct the disposition of: 4,297,314 |
| CUSIP No. 554489104 |
13G |
Page
6 of 7 |
| Item 5. | Ownership of Five Percent
or Less of a Class. |
| |
If this statement is being
filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following x |
| Item 6. | Ownership of more than
Five Percent on Behalf of Another Person. |
| Item 7. | Identification and classification
of the subsidiary which acquired the security being reported on by the parent holding company or control person. |
| Item 8. | Identification and classification
of members of the group. |
| Item 9. | Notice of Dissolution
of Group. |
By
signing below the signatory certifies that, to the best of his knowledge and belief, the securities referred to above were acquired
and are held in the ordinary course of business and 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.
| CUSIP No. 554489104 |
13G |
Page
7 of 7 |
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.
Dated: February
14, 2024
| H/2 CREDIT MANAGER LP |
|
| By: |
H/2 CREDIT MANAGER GP LLC, its General
Partner |
|
| |
|
|
| By: |
/s/ Spencer Haber |
|
| Name: |
Spencer B. Haber |
|
| Title: |
Member |
|
| |
|
|
| H/2 CREDIT MANAGER GP LLC |
|
| |
|
|
| By: |
/s/ Spencer Haber |
|
| Name: |
Spencer B. Haber |
|
| Title: |
Member |
|
| |
|
|