SEC Form 4 · accession 0001209191-15-044998
Landmark Apartment Trust, Inc.
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Edward M Kobel
Director
Period of report
May 19, 2015
Accepted (ET)
May 20, 2015 · 5:59 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001347523
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Operating Partnership UnitsF2,F4,F1,F3 | — | May 19, 2015 | J | 100,773 | D | — | — | Common Stock | 100,773 | 1,162,952 | I |
Explanation of responses
- F1The 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 and will, following a 12-month holding period, become redeemable 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 of the Operating Partnership), 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.
- F2The OP Units were redeemed by the issuer in connection with the issuer's acquisition, through the Operating Partnership, of that certain property known as Andros Isles Apartments and are valued at approximately $8.15 per unit.
- F3The OP Units do not have an expiration date.
- F4The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.