SEC Form 4 · accession 0001209191-15-047287
Landmark Apartment Trust, Inc.
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Greg E Brooks
Officer — Chief Financial Officer
Period of report
May 28, 2015
Accepted (ET)
May 28, 2015 · 6:15 am 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Long-Term Incentive Plan UnitsF1,F2,F4,F3 | — | May 28, 2015 | A | 100,000 | A | — | — | Common Stock | 100,000 | 100,000 | D |
Explanation of responses
- F1The 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 will 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 will revalue 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 will be 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.
- F2Upon equalization of the capital accounts of the holders of LTIP Units with the other holders of common units, the LTIP Units will achieve full parity with the common units for all purposes, including with respect to liquidating distributions. If such parity is reached, vested LTIP Units may 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.
- F3The LTIP Units do not have an expiration date.
- F4The LTIP Units will vest as to 25% on each of the first four anniversaries of May 18, 2015.