SEC Form 4 · accession 0000902664-15-003707
Trade Street Residential, Inc. · TSRE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01F1,F2 | Sep 17, 2015 | J | 9,316,055 | — | D | 0 | I | See foonote |
Table II — derivative securities
Explanation of responses
- F1Each share of Common Stock of the Issuer was disposed of pursuant to the Agreement and Plan of Merger dated as of May 11, 2015, by and among Independence Realty Trust, Inc. ("IRT"), Independence Realty Operating Partnership, LP, IRT's operating partnership ("IROP"), Adventure Merger Sub LLC, a direct wholly-owned subsidiary of IROP, IRT Limited Partner, LLC, a direct wholly-owned subsidiary of IRT, the Issuer, and Trade Street Operating Partnership, LP, the Issuer's operating partnership, for $3.80 and 0.4108 share of IRT's common stock, par value $0.01 per share ("IRT Common Stock"). Based on the closing price of IRT Common Stock on the NYSE MKT of $7.27 on September 16, 2015, the aggregate value of the per share merger consideration equals $6.79, comprised of $3.80 of cash and 0.4108 share of IRT Common Stock with a market value of $2.99.
- F2Senator Investment Group LP, a Delaware limited partnership, ("Senator") serves as investment manager to certain investment funds the ("Funds") and has investment discretion with respect to the securities reported herein which are held by the Funds. Messrs. Douglas Silverman and Alexander Klabin are each Co-Chief Executive Officers of Senator. The general partner of Senator is Senator Management LLC (the "Senator GP"). Messrs. Silverman and Klabin indirectly control the Senator GP. The filing of this statement shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein.
Remarks
Michael Simanovsky, an employee of Senator, served on the Board of Directors of the Issuer as a representative of the Funds. Accordingly, the Reporting Persons may have been deemed to be directors by deputization. The Power of Attorney dated as of April 24, 2013 executed by Douglas Silverman authorizing Evan Gartenlaub to sign and file this form on his behalf, which was filed with the Securities and Exchange Commission with the Schedule 13G filed by Senator on April 24, 2013, is hereby incorporated herein by reference. The Power of Attorney dated as of April 24, 2013 executed by Alexander Klabin authorizing Evan Gartenlaub to sign and file this form on his behalf, which was filed with the Securities and Exchange Commission with the Schedule 13G filed by Senator on April 24, 2013, is hereby incorporated herein by reference.