SEC Form 4 · accession 0000899243-16-012252
Landmark Apartment Trust, Inc.
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Salkind
Director
Period of report
Jan 27, 2016
Accepted (ET)
Jan 27, 2016 · 1:20 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 | 7,511,835 | $8.17 | D | 0 | I | By 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 UnitsF4,F2,F3 | — | Jan 27, 2016 | D | 2,106,794 | D | — | — | Common Stock | 2,106,794 | 0 | I |
| Operating Partnership UnitsF4,F2,F3 | — | Jan 27, 2016 | D | 12,309,860 | D | — | — | Common Stock | 12,309,860 | 0 | I |
| Operating Partnership UnitsF4,F2,F3 | — | Jan 27, 2016 | D | 3,548,002 | D | — | — | Common Stock | 3,548,002 | 0 | I |
| Operating Partnership UnitsF4,F2,F3 | — | Jan 27, 2016 | D | 4,386,627 | D | — | — | Common Stock | 4,386,627 | 0 | I |
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 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.
- F3The OP Units do not have an expiration date.
- F4Pursuant 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.