SEC Form 4 · accession 0000899243-15-009137
Landmark Apartment Trust, Inc.
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
ELCO NORTH AMERICA INC.
10% Owner
ELCO Ltd
10% Owner
Georg Gershon Salkind
10% Owner
G. SALKIND LTD.
10% Owner
Period of report
Nov 30, 2015
Accepted (ET)
Dec 2, 2015 · 4:11 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001347523
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3 | Nov 30, 2015 | C | 340,000 | — | A | 7,511,835 | I | Elco North America Inc. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Operating Partnership UnitsF5,F3,F2,F4 | — | Nov 30, 2015 | C | 340,000 | D | — | — | Common Stock | 340,000 | 12,309,860,259 | I |
Explanation of responses
- F1The Issuer issued 340,000 shares of its common stock to Elco North America Inc. ("ENA") in order to redeem an equivalent number of ENA's OP Units (as defined below) in response to a notice of redemption delivered by ENA to the Issuer pursuant to the Partnership Agreement (as defined below) of Landmark Apartment Trust Holdings, LP (the "Operating Partnership").
- F2The operating partnership units ("OP Units") represent units of limited partnership interests in the Operating Partnership. The OP Units have the rights and preferences as set forth in the Agreement of Limited Partnership of the Operating Partnership, as amended (the "Partnership Agreement"), and do, following a 12-month holding period, become redeemable, subject to certain limitations, in exchange for either (i) shares of common stock of the issuer on a one-for-one basis or (ii) a cash amount equal to the product of (A) the number of redeemed OP Units, multiplied by (B) the "cash amount" (as defined in the Partnership Agreement), provided, however, if the common stock of the issuer has not become listed or admitted to trading on any national securities exchange at the time of the redemption, the cash amount, notwithstanding anything to the contrary, shall be $8.15 per redeemed OP Unit.
- F3These 7,511,834.734 shares of Common Stock of the Issuer are held by ENA, of which Elco Limited is the sole shareholder. Approximately 64.9% of Elco Limited is held by G. Salkind Ltd., an Israeli corporation, of which Georg Gershon Salkind is the sole shareholder. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interests therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- F4The OP Units do not have an expiration date.
- F5These 12,309,860,259 OP Units are held by ENA, of which Elco Limited is the sole shareholder. Approximately 64.9% of Elco Limited is held by G. Salkind Ltd., an Israeli corporation, of which Georg Gershon Salkind is the sole shareholder. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interests therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.