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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Landmark Apartment Trust, Inc. [ NONE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/27/2016 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Long-Term Incentive Plan Units | (1)(2) | 01/27/2016 | D | 100,000 | (1)(2)(3) | (4) | Common Stock | 100,000 | $8.17(5)(6) | 0 | D | ||||
| Explanation of Responses: |
| 1. The long-term incentive plan units ("LTIP Units") are a special class of partnership interest in the issuer's operating partnership, Landmark Apartment Trust Holdings, LP, of which the issuer is the general partner (the "Operating Partnership"). Initially, the LTIP Units do not have full parity with the common units issued by the Operating Partnership with respect to liquidating distributions. Under the terms of the LTIP Units, the Operating Partnership revalued its assets upon the occurrence of certain specified events, and any increase in the Operating Partnership's valuation from the time of grant until such event was allocated first to the holders of LTIP Units to equalize the capital accounts of such holders with the capital accounts of holders of common units. |
| 2. (Continued from Footnote 1) Upon equalization of the capital accounts of the holders of LTIP Units with the other holders of common units, the LTIP Units achieved full parity with the common units for all purposes, including with respect to liquidating distributions. If such parity was reached, vested LTIP Units could be converted into an equal number of common units at any time, and thereafter enjoy all the rights of common units, including the right to exchange such units for shares of the issuer's common stock |
| 3. The LTIP Units were to vest in equal installments on each of the first four anniversaries of May 18, 2015. |
| 4. The LTIP Units do not have an expiration date. |
| 5. Pursuant to the terms of the Agreement and Plan of Merger, dated as of October 22, 2015, by and among Landmark Apartment Trust, Inc. ("Landmark"), Monument Partners, L.L.C. ("Monument"), Monument REIT Merger Sub, L.P., a wholly-owned subsidiary of Monument, Monument Partnership Merger Sub, L.P., a wholly-owned subsidiary of Monument, and Landmark Apartment Trust Holdings, LP (the "Merger Agreement"), each LTIP Unit owned by the reporting person, whether or not vested or subject to any performance condition or any condition to the booking up of the capital account of the reporting person that has not been satisfied, that was outstanding immediately prior to the effective time of the Partnership Merger (as defined in the Merger Agreement) became fully vested and free of any forfeiture restrictions immediately prior to the effective time of the Partnership Merger. |
| 6. (Continued from Footnote 5) At the effective time of the Partnership Merger, each LTIP Unit was considered to be an outstanding common unit of the Operating Partnership and was converted into the right to receive $8.17 in cash. |
| Remarks: |
| /s/ Anthony E. Szydlowski, Attorney-in-Fact | 01/27/2016 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||