SEC Form 4 · accession 0001347523-15-000024
Landmark Apartment Trust, Inc.
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Salkind
Director
Period of report
Jul 21, 2015
Accepted (ET)
Jul 21, 2015 · 2:41 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 UnitsF1,F2,F4,F3 | — | Jul 21, 2015 | J | 20,029 | D | — | — | Common Stock | 20,029 | 2,160,008 | I |
Explanation of responses
- F1The operating partnership units ("OP Units") represent units of limited partnership interests in Landmark Apartment Trust Holdings, LP, of which the issuer is the general partner (the "Operating Partnership"). The OP Units have the rights and preferences as set forth in the agreement of limited partnership of the Operating Partnership, as amended (the "Partnership Agreement"), and do, following a 12-month holding period, become redeemable, subject to certain limitations, 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).
- F2The OP Units disposed of reflect the forfeiture of 20,028.90 OP Units by Elco Landmark Residential Holdings II LLC ("ELRH II") in connection with certain indemnification obligations under the Asset Purchase and Contribution Agreement (the "Agreement") relating to the acquisition of the property management business of Elco Landmark Residential Management LLC in March 2013, which the issuer refers to as the "ELRM Transaction" in its public filings. The forfeiture results from a property sold by ELRH II with respect to which an affiliate of the issuer provided property management services.
- 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 interests therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.