This Amendment No. 8 (“Amendment No. 8”) to Schedule 13D amends and supplements the statement on Schedule 13D, filed with the Securities and Exchange Commission on December 22, 2014 (the “Original Schedule 13D”), by the Reporting Persons (as defined below), as amended by Amendment No. 1, filed with the Securities and Exchange Commission on May 1, 2015, as further amended by Amendment No. 2, filed with the Securities and Exchange Commission on August 28, 2015, as further amended by Amendment No. 3, filed with the Securities and Exchange Commission on November 6, 2015, as further amended by Amendment No. 4, filed with the Securities and Exchange Commission on February 19, 2016, as further amended by Amendment No. 5, filed with the Securities and Exchange Commission on May 12, 2016, as further amended by Amendment No. 6, filed with the Securities and Exchange Commission on January 30, 2017, as further amended by Amendment No. 7, filed with the Securities and Exchange Commission on March 28, 2017, relating to the common stock, par value $0.0001 per share (“Common Stock”), of Monogram Residential Trust, Inc. (the “Issuer”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Original Schedule 13D as previously amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6 and Amendment No. 7. Except as specifically amended and supplemented by this Amendment No. 8, all other provisions of the Original Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6 and Amendment No. 7, shall remain in full force and effect.
This Amendment No. 8 is being filed by
l | MIRELF V REIT Investments LLC (“MIRELF V REIT Investments”) |
l | MIRELF V REIT (“MIRELF V REIT”) |
l | Madison International Real Estate Liquidity Fund V, LP (“MIRELF V”) |
l | Madison International Holdings V, LLC (“Holdings”) |
l | Madison International Realty V, LLC (“Realty”, and together with MIRELF V REIT Investments, MIRELF V REIT, MIRELF V and Holdings, the “Fund V Entities”) |
l | MIRELF VI (AIV), LP (“MIRELF VI AIV”) |
l | Madison International Real Estate Liquidity Fund VI, SCS (“Fund VI SCS”) |
l | MIRELF VI (SCS Blocker), LP (“SCS Blocker”) |
l | Madison International Real Estate Liquidity Fund VI (TE), LP (“Fund VI TE”) |
l | Madison International Real Estate Liquidity Fund VI (T), LP (“Fund VI T”) |
l | MIRELF VI (U.S.) LP (“MIRELF VI”) |
l | Madison International Realty VI, LLC (“Realty VI”) |
l | Madison International Holdings VI, LLC (“Holdings VI”) |
l | MIRELF VI REIT (“MIRELF VI REIT”) |
l | MIRELF VI REIT Investments II, LLC (“MIRELF VI REIT Investments II”, and together with MIRELF VI AIV, Fund VI SCS, SCS Blocker, Fund VI TE, Fund VI T, MIRELF VI, Realty VI, Holdings VI, and MIRELF VI REIT, the “Fund VI Entities”) |
l | Madison International Realty Holdings, LLC (“Realty Holdings”) |
l | Ronald M. Dickerman (“Mr. Dickerman” and, together with the Fund V Entities, the Fund VI Entities and Realty Holdings, the “Reporting Persons”). |
CUSIP No. 60979P 105 | | Page 20 of 24 Pages |
This Amendment No. 8 amends Item 5 as set forth below. As set forth below, as a result of the transactions described herein, on July 6, 2017, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock. The filing of this Amendment No. 8 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.