SEC Form 4 · accession 0000899243-16-012246

Landmark Apartment Trust, Inc.

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Edward M Kobel

Director

Period of report

Jan 27, 2016

Accepted (ET)

Jan 27, 2016 · 1:14 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 Stock^F1,F2	Jan 27, 2016	D	34,119	$8.17	D	0	D
Common Stock^F2	Jan 27, 2016	D	49,080	$8.17	D	0	I	By DK Gateway Andros II LLC

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Operating Partnership Units^F5,F3,F4	—	Jan 27, 2016	D	1,162,952	D	—	—	Common Stock	1,162,952	I
Operating Partnership Units^F5,F3,F4	—	Jan 27, 2016	D	624,228	D	—	—	Common Stock	624,228	I
Operating Partnership Units^F5,F3,F4	—	Jan 27, 2016	D	428,263	D	—	—	Common Stock	428,263	I
Operating Partnership Units^F5,F3,F4	—	Jan 27, 2016	D	128,180	D	—	—	Common Stock	128,180	I
Operating Partnership Units^F5,F3,F4	—	Jan 27, 2016	D	64,216	D	—	—	Common Stock	64,216	I
Operating Partnership Units^F5,F3,F4	—	Jan 27, 2016	D	57,433	D	—	—	Common Stock	57,433	I
Operating Partnership Units^F5,F3,F4	—	Jan 27, 2016	D	47,585	D	—	—	Common Stock	47,585	I

Explanation of responses

F1Includes (i) 2,671.27 shares of restricted common stock, 20% of which vested on the date of issuance, with the remaining shares of restricted common stock to vest in equal installments on each of the first four anniversaries of January 1, 2014; and (ii) 29,447.85 shares of restricted common stock, which were to vest in equal installments on each of the first four anniversaries of May 13, 2014.
F2Pursuant 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.
F3The operating partnership units ("OP Units") represent units of limited partnership interests in Landmark Apartment Trust Holdings, LP (the "Operating Partnership"), of which the issuer is the general partner. The OP Units have the rights and preferences as set forth in the partnership agreement of the Operating Partnership.
F4The OP Units do not have an expiration date.
F5Pursuant to the terms of the Merger Agreement, each OP Unit owned by the reporting person immediately prior to the effective time of the Partnership Merger (as defined in the Merger Agreement) converted at the effective time into the right to receive $8.17 in cash.