As filed with the Securities and Exchange Commission on July 27, 2016
Registration No. 333-207952
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
Post-Effective Amendment No. 3
to
Form S-11
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES
________________________
Steadfast Apartment REIT III, Inc.
(Exact name of registrant as specified in its governing instruments)
________________________
18100 Von Karman Avenue
Suite 500
Irvine, California 92612
(949) 852-0700
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
________________________
Rodney F. Emery
Chief Executive Officer
18100 Von Karman Avenue
Suite 500
Irvine, California 92612
(949) 852-0700
(Name, address, including zip code and telephone number, including area code, of agent for service)
________________________
Copies to:
Heath D. Linsky, Esq.
Lauren B. Prevost, Esq.
Morris, Manning & Martin, LLP
1600 Atlanta Financial Center
3343 Peachtree Road, N.E.
Atlanta, Georgia 30326-1044
(404) 233-7000
________________________
Approximate date of commencement of proposed sale to the public: This post-effective amendment is being filed pursuant to Rule 462(d) under the Securities Act and will be effective upon filing.
________________________
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 check the following box: x
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, 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 number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. x Registration No. 333-207952
If delivery of this prospectus is expected to be made pursuant to Rule 434, 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 | | ¨ |
| | | | |
| Non-accelerated filer | | x (Do not check if a smaller reporting company) | | Smaller reporting company | | ¨ |
________________________
Explanatory Note
This Post-Effective Amendment No. 3 to the Registration Statement on Form S-11 (Registration No. 333-207952) is filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended, solely to add certain exhibits not previously filed with respect to such Registration Statement. No changes have been made to Part I or Part II of the Registration Statement other than Item 36(b) of Part II as set forth below.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 36. Financial Statements and Exhibits.
(b) Exhibits:
|
| | |
| | | |
Exhibit Number | | Description |
| | |
| 1.1 | | Amended and Restated Dealer Manager Agreement, dated July 25, 2016, by and among Steadfast Apartment REIT III, Inc., Steadfast Apartment REIT III Operating Partnership, L.P. and Steadfast Capital Markets Group, LLC (included as Exhibit 1.1 to the Company's Current Report on Form 8-K (File No. 333-207952), filed July 27, 2016 and incorporated herein by reference). |
| 1.2 | | Form of Participating Dealer Agreement (included as Exhibit A to Exhibit 1.1 and incorporated herein by reference). |
| 10.1 | | Amended and Restated Advisory Agreement, dated July 25, 2016, by and among Steadfast Apartment REIT III, Inc., Steadfast Apartment REIT III Operating Partnership, L.P. and Steadfast Apartment Advisor III, LLC (included as Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 333-207952), filed July 27, 2016 and incorporated herein by reference). |
| 10.2 | | Amended and Restated Agreement of Limited Partnership of Steadfast Apartment REIT III, Inc., dated July 25, 2016 by and between Steadfast Apartment REIT III, Inc. and Steadfast Apartment Advisor III, LLC (included as Exhibit 10.2 to the Company's Current Report on Form 8-K (File No. 333-207952), filed July 27, 2016 and incorporated herein by reference). |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing the Form S-11 and has duly caused this Post-Effective Amendment No. 3 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on July 27, 2016.
|
| | |
| | | |
| | Steadfast Apartment REIT III, Inc. |
| | |
| By: | | /s/ Ella S. Neyland |
| | | Ella S. Neyland |
| | | President |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 3 to the Registration Statement has been signed by the following persons in the following capacities, and on the dates, indicated.
|
| | | | |
| | | | | |
| Name | | Title | | Date |
| | | |
| /s/ Rodney F. Emery | | Chief Executive Officer and Director | | July 27, 2016 |
Rodney F. Emery
| | (Principal Executive Officer) | | |
| | | | |
| /s/ Kevin J. Keating | | Treasurer (Principal Financial Officer and | | July 27, 2016 |
Kevin J. Keating
| | Principal Accounting Officer) | | |
| | | | |
| /s/ Ella S. Neyland | | President and Director | | July 27, 2016 |
| Ella S. Neyland | | | | |
| | | | | |
| * | | Independent Director | | July 27, 2016 |
| Stephen R. Bowie | | | | |
| | | | | |
| * | | Independent Director | | July 27, 2016 |
| Ned W. Brines | | | | |
| | | | | |
| * | | Independent Director | | July 27, 2016 |
| Janice M. Munemitsu | | | | |
| | | | | |
| | | | | |
|
| |
| |
| *By: | /s/ Ella S. Neyland |
| | Ella S. Neyland |
| | Attorney-in-Fact |
