Monogram Residential Trust (BHORL) Form 4 Monogram Residential Trust / Ross P Odland ownership change

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^*

Odland Ross P

(Last) (First) (Middle)

C/O MONOGRAM RESIDENTIAL TRUST, INC.

5800 GRANITE PARKWAY, SUITE 1000

(Street)

PLANO TX 75024

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Monogram Residential Trust, Inc. [ MORE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Portfolio Management

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
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
Restricted Stock Units	(1)	03/20/2017	(1)	A		4,105(1)		(1)	(1)	Common Stock	4,105(1)	$0	4,105(1)	D
Restricted Stock Units	(2)	03/20/2017	(2)	A		2,033(2)		(2)	(2)	Common Stock	2,033(2)	$0	2,033(2)	D

Explanation of Responses:

1. Represents a target number of restricted stock units granted under Monogram Residential Trust, Inc.'s long-term incentive program. Such restricted stock units are subject to vesting based on the Company's annualized total stockholder return on an absolute basis during the performance measurement period beginning on March 3, 2017 and concluding on February 28, 2020. After the performance measurement period, the Company will issue a number of shares of common stock under the Company's equity incentive plan based on the number of restricted stock units that vested.

2. Represents a target number of restricted stock units granted under Monogram Residential Trust, Inc.'s long-term incentive program. Such restricted stock units are subject to vesting based on the Company's annualized total stockholder return on an absolute basis during the performance measurement period beginning on March 3, 2017 and concluding on February 28, 2019. After the performance measurement period, the Company will issue a number of shares of common stock under the Company's equity incentive plan based on the number of restricted stock units that vested.

Remarks:

	/s/ Howard S. Garfield, Attorney-in-Fact	03/22/2017
	** 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).
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