As filed with the Securities and Exchange Commission on September 17, 2015
Registration No. 333-202872
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 2
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRADE STREET RESIDENTIAL, INC.
(IRT Limited Partner, LLC as successor by merger to Trade Street Residential, Inc.)
(Exact name of registrant as specified in its charter)
Maryland | 13-4284187 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
c/o Independence Realty Trust, Inc.
Circa Centre, 2929 Arch Street, 17th Floor
Philadelphia, PA 19104
(215) 243-9000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
James J. Sebra
Chief Financial Officer and Treasurer
Independence Realty Trust, Inc.
Circa Centre, 2929 Arch Street, 17th Floor
Philadelphia, PA 19104
(215) 243-9000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
with copies to:
Michael H. Friedman, Esq.
Matthew M. Greenberg, Esq.
Pepper Hamilton LLP
3000 Two Logan Square
18th and Arch Streets
Philadelphia, PA 19103
Phone: (215) 981-4000
Approximate date of commencement of proposed sale to public:
Not applicable. This post-effective amendment deregisters all of the securities that were unsold under the registration statement as of the date hereof.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities being offered only in connection with dividend or interest reinvestment plans, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ¨ | Accelerated filer | x | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
DEREGISTRATION OF SHARES
This Post-Effective Amendment No. 2 relates to the Registration Statement on Form S-3 (Registration No. 333-202872) of Trade Street Residential, Inc. (“TSRE”).
On September 17, 2015, pursuant to the terms of an Agreement and Plan of Merger, dated as of May 11, 2015, as amended (the “Merger Agreement”), by and among TSRE, Trade Street Operating Partnership, L.P., a Delaware limited partnership, Independence Realty Trust, Inc., a Maryland corporation (“IRT”), Independence Realty Operating Partnership, LP, a Delaware limited partnership and a subsidiary of IRT (“IROP”), IRT Limited Partner, LLC, a Delaware limited liability company and a wholly-owned subsidiary of IRT (“IRT LP LLC”), and Adventure Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of IRT OP, TSRE merged with and into IRT LP LLC, with IRT LP LLC continuing as the surviving limited liability company (the “Merger”), and the separate corporate existence of TSRE thereupon ended. IRT LP LLC continues to be a direct, wholly-owned subsidiary of IRT.
In connection with the Merger, the offering pursuant to this Registration Statement has terminated and TSRE hereby removes from registration all of its securities registered pursuant to this Registration Statement that remain unsold as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, IRT Limited Partner, LLC (as successor by merger to Trade Street Residential, Inc.) certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, State of Pennsylvania, on September 17, 2015.
IRT Limited Partner, LLC (as successor by merger to Trade Street Residential, Inc.) | ||
By: | Independence Realty Trust, Inc., its sole member | |
By: | /s/ James J. Sebra | |
Name: | James J. Sebra | |
Title: | Chief Financial Officer and Treasurer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on the dates indicated by the following persons in their capacities with Independence Realty Trust, Inc.
Name | Title | Date | ||
/s/ Scott F. Schaffer Scott F. Schaffer | Chief Executive Officer, President and Chairman of the Board (Principal Executive Officer) | September 17, 2015 | ||
/s/ James J. Sebra James J. Sebra | Chief Financial Officer and Treasurer (Principal Financial Officer and Accounting Officer | September 17, 2015 | ||
/s/ William C. Dunkelberg William C. Dunkelberg | Independent Director | September 17, 2015 | ||
/s/ Robert F. McCadden Robert F. McCadden | Independent Director | September 17, 2015 | ||
/s/ DeForest B. Soaries, Jr. DeForest B. Soaries, Jr. | Independent Director | September 17, 2015 | ||
/s/ Sharon M. Tsao Sharon M. Tsao | Independent Director | September 17, 2015 | ||
/s/ Mack D. Pridgen III Mack D. Pridgen III | Independent Director | September 17, 2015 | ||
/s/ Richard H. Ross Richard H. Ross | Director | September 17, 2015 |