SEC Form 4 · accession 0000899243-16-012244
Landmark Apartment Trust, Inc.
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gustav G Remppies
Officer — See Remarks
Period of report
Jan 27, 2016
Accepted (ET)
Jan 27, 2016 · 1:13 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 StockF1 | Jan 27, 2016 | D | 23,010 | $8.17 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Long-Term Incentive Plan UnitsF6,F2,F3,F4,F5 | — | Jan 27, 2016 | D | 242,132 | D | — | — | Common Stock | 242,132 | 0 | D |
| Long-Term Incentive Plan UnitsF6,F2,F3,F7,F5 | — | Jan 27, 2016 | D | 18,405 | D | — | — | Common Stock | 18,405 | 0 | D |
Explanation of responses
- F1Pursuant to the terms of the Agreement and Plan of Merger, dated as of October 22, 2015, by and among Landmark Apartment Trust, Inc. ("Landmark"), Monument Partners, L.L.C. ("Monument"), Monument REIT Merger Sub, L.P., a wholly-owned subsidiary of Monument, Monument Partnership Merger Sub, L.P., a wholly-owned subsidiary of Monument, and Landmark Apartment Trust Holdings, LP (the "Merger Agreement"), each share of Landmark common stock owned by the reporting person immediately prior to the effective time of the REIT Merger (as defined in the Merger Agreement) converted at the effective time into the right to receive $8.17 in cash.
- F2The long-term incentive plan units ("LTIP Units") are a special class of partnership interest in the issuer's operating partnership, Landmark Apartment Trust Holdings, LP, of which the issuer is the general partner (the "Operating Partnership"). Initially, the LTIP Units do not have full parity with the common units issued by the Operating Partnership with respect to liquidating distributions. Under the terms of the LTIP Units, the Operating Partnership revalued its assets upon the occurrence of certain specified events, and any increase in the Operating Partnership's valuation from the time of grant until such event was allocated first to the holders of LTIP Units to equalize the capital accounts of such holders with the capital accounts of holders of common units.
- F3(Continued from footnote 2) Upon equalization of the capital accounts of the holders of LTIP Units with the other holders of common units, the LTIP Units achieved full parity with the common units for all purposes, including with respect to liquidating distributions. If such parity was reached, vested LTIP Units could be converted into an equal number of common units at any time, and thereafter enjoy all the rights of common units, including the right to exchange such units for shares of the issuer's common stock
- F4The LTIP Units were fully vested as of the transaction date.
- F5The LTIP Units do not have an expiration date.
- F6Pursuant to the terms of the Merger Agreement, each LTIP Unit owned by the reporting person, whether or not vested or subject to any performance condition or any condition to the booking up of the capital account of the reporting person that has not been satisfied, that was outstanding immediately prior to the effective time of the Partnership Merger (as defined in the Merger Agreement) became fully vested and free of any forfeiture restrictions immediately prior to the effective time of the Partnership Merger. At the effective time of the Partnership Merger, each LTIP Unit was considered to be an outstanding common unit of the Operating Partnership and was converted into the right to receive $8.17 in cash.
- F725% of the LTIP Units vested on the date of issuance and the remaining LTIP Units were to vest in equal installments on each of the first three anniversaries of April 9, 2015.
Remarks
Chief Operating Officer and Chief Administrative Officer