Steadfast Apartment REIT (STFR) Form 4 Steadfast Apartment REIT / Rodney F Emery 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^*

Emery Rodney F

(Last) (First) (Middle)

18100 VON KARMAN AVENUE, SUITE 500

(Street)

IRVINE CA 92612

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Steadfast Apartment REIT, Inc. [ NONE ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2020

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
Common Stock	03/06/2020		A		18,862.11	A	(1)	45,357.58	D
Common Stock	03/06/2020		A		13,187.13	A	(2)	26,687.13	I	By Steadfast REIT Investments, LLC(3)
Common Stock	03/06/2020		A		289,746.09	A	(2)	289,746.09	I	By Steadfast Income Advisor(4)
Common Stock	03/06/2020		A		11,440	A	(1)	11,440	I	By Steadfast Apartment Advisor III(5)
Common Stock	03/06/2020		A		9,533.33	A	(1)	9,533.33	I	By spouse(6)

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

Explanation of Responses:

1. Reflects the acquisition of shares of issuer's common stock in connection with the merger (the "Merger") of Steadfast Apartment REIT III, Inc. ("STAR III") with and into SIII Subsidiary, LLC, a wholly-owned subsidiary of the issuer. In the Merger, each share of STAR III common stock, par value $0.01 per share ("STAR III Common Stock"), was converted into the right to receive 1.430 shares of Common Stock of the issuer ("STAR Common Stock"), par value $0.01 per share. Pursuant to the agreement and plan of merger governing the Merger, the parties thereto agreed that the current value of the 1.430 share of STAR Common Stock to be received per STAR III Common Stock is equivalent to $22.651, which is based on the issuer's most recently estimated per share net asset value per share of $15.84.

2. Reflects the acquisition of shares of issuer's common stock in connection with the merger (the "Merger") of Steadfast Income REIT, Inc. ("SIR") with and into SI Subsidiary, LLC, a wholly-owned subsidiary of the issuer. In the Merger, each share of SIR common stock, par value $0.01 per share ("SIR Common Stock"), was converted into the right to receive 0.5934 shares of Common Stock of the issuer ("STAR Common Stock"), par value $0.01 per share. Pursuant to the agreement and plan of merger governing the Merger, the parties thereto agreed that the current value of the 0.5934 share of STAR Common Stock to be received per SIR Common Stock is equivalent to $9.399, which is based on the issuer's most recently estimated per share net asset value per share of $15.84.

3. These shares are held directly by Steadfast REIT Investments, LLC, which is indirectly majority owned and controlled by the reporting person. The reporting person may be deemed to beneficially own the shares held by Steadfast REIT Investments, LLC but the reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein.

4. These shares are held directly by Steadfast Income Advisor, which is indirectly majority owned and controlled by the reporting person. The reporting person may be deemed to beneficially own the shares held by Steadfast Income Advisor, but the reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest in them.

5. These shares are held directly by Steadfast Apartment Advisor III, which is indirectly majority owned and controlled by the reporting person. The reporting person may be deemed to beneficially own the shares held by Steadfast Apartment Advisor III, but the reporting person disclaims beneficial ownership of such shares expect to the extent of the reporting person's pecuniary interest in them.

6. These shares are held directly by reporting person's spouse. The reporting person may be deemed to beneficially own the shares held by his spouse, but the reporting person disclaims beneficial ownership of such shares expect to the extent of the reporting person's pecuniary interest in them.

Remarks:

	/s/ Ana Marie del Rio as Attorney-In-Fact for Rodney F. Emery	03/06/2020
	** 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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