| 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 Steadfast Apartment REIT, 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) 12/16/2021 | ||||||||||||||||||||||||||
| 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 | ||||||
| Common Stock | 12/16/2021 | D | 558,143.489(1) | D | (1) | 0 | D | |||
| Common Stock | 12/16/2021 | D | 26,687.127(1) | D | (1) | 0 | I | By Steadfast REIT Investments, LLC(2) | ||
| Common Stock | 12/16/2021 | D | 11,440(1) | D | (1) | 0 | I | By Steadfast Apartment Advisor III, LLC(3) | ||
| Common Stock | 12/16/2021 | D | 9,533.334(1) | D | (1) | 0 | I | By Spouse(4) | ||
| 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 | ||||||||
| Class B OP Units | (5) | 12/16/2021 | D | 6,155,613.92(6) | 09/01/2021 | (5) | Common Stock | 6,155,613.92 | (6) | 0 | I | By Steadfast REIT Investments, LLC(7) | |||
| Explanation of Responses: |
| 1. Reflects the disposition of shares of the issuer's common stock in connection with the merger (the "Merger") of the issuer with and into IRSTAR Sub, LLC, a wholly-owned subsidiary of Independence Realty Trust, Inc. ("IRT"). In the Merger, each share of the issuer's common stock, par value $0.01 per share, was converted into the right to receive 0.905 shares of common stock of IRT, par value $0.01 per share. |
| 2. Shares of common stock were held directly by Steadfast REIT Investments, LLC ("SRI"). The reporting person may be deemed to have beneficially owned the shares of common stock held by SRI, but the reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein. The number of shares of common stock indicated in Item 5 does not include shares of common stock directly held by Steadfast Apartment Advisor, LLC ("STAR Advisor") and Steadfast Apartment Advisor III, LLC ("STAR III Advisor"). |
| 3. Shares of common stock were held directly by STAR III Advisor, which is owned by SRI. The reporting person may be deemed to have beneficially owned the shares of common stock held by STAR III Advisor, but the reporting person disclaims beneficial ownership of such shares of common stock except to the extent of the reporting person's pecuniary interest therein. |
| 4. Shares of common stock were held directly by reporting person's spouse. The reporting person disclaims beneficial ownership of such shares, and this report shall not be deemed an admission that the reporting person was the beneficial owner of the shares for purposes of Section 16 or for any other purposes. |
| 5. Commencing two years from the date of issuance, each class B unit of limited partnership interest in Steadfast Apartment REIT Operating Partnership, L.P. ("STAR OP Units") is redeemable for cash equal to the then-current market value of one share of the issuer's common stock or, at the election of the issuer, one share of the issuer's common stock. STAR OP Units have no expiration date. |
| 6. Reflects the disposition of STAR OP Units in connection with the merger (the "OP Merger") of Steadfast Apartment REIT Operating Partnership, L.P. with and into Independence Realty Operating Partnership, LP, a Delaware limited partnership and a subsidiary of IRT. In the OP Merger, each of the STAR OP Units were converted into the right to receive 0.905 limited partnership interests in Independence Realty Operating Partnership, LP. |
| 7. The reporting person may be deemed to have beneficially owned the STAR OP Units held by SRI, but the reporting person disclaims beneficial ownership of such STAR OP Units except to the extent of the reporting person's pecuniary interest therein. |
| Remarks: |
| /s/ Gustav Bahn, as Attorney-In-Fact for Rodney F. Emery | 12/16/2021 | |
| ** 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. | ||
