SEC Form 4 · accession 0001104659-17-058081
Monogram Residential Trust, Inc. · MORE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark T. Alfieri
Officer — CEO, President & COO · Director
Period of report
Sep 19, 2017
Accepted (ET)
Sep 20, 2017 · 4:19 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001384710
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Sep 19, 2017 | D | 238,671 | $12.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3 | $0.00 | Sep 19, 2017 | D | 281,821 | D | — | — | Common Stock | 281,821 | 0 | D |
| Performance Restricted Stock UnitsF4 | $0.00 | Sep 19, 2017 | D | 147,422 | D | — | — | Common Stock | 147,422 | 0 | D |
| Performance Restricted Stock UnitsF5 | $0.00 | Sep 19, 2017 | D | 119,043 | D | — | — | Common Stock | 119,043 | 0 | D |
Explanation of responses
- F1Pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated July 4, 2017, by and among Monogram Residential Trust, Inc., a Maryland corporation (the "Issuer"), GS Monarch Parent, LLC, a Delaware limited liability company ("Parent"), and GS Monarch Acquisition, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent ("Acquisition Sub"), the Issuer merged with and into Acquisition Sub on September 19, 2017, with Acquisition Sub surviving as a wholly-owned subsidiary of Parent (the "Merger"). At the effective time of the Merger, each share of common stock, par value of $0.0001 per share ("Common Stock"), outstanding, automatically and without any required action on the part of the Reporting Person, was converted into the right to receive $12.00 in cash, without interest.
- F2Reported shares include 185,859 vested and deferred RSUs that vested prior to the effective time of the Merger and that were converted into the right to receive $12.00 in cash, without interest, at the effective time of the Merger.
- F3Pursuant to the Merger Agreement, the Issuer merged with and into Acquisition Sub on September 19, 2017, with Acquisition Sub surviving as a wholly-owned subsidiary of Parent. At the effective time of the Merger, each time-based restricted stock unit award outstanding, automatically and without any required action on the part of the Reporting Person, became fully vested, all restrictions thereon lapsed and all such time-based restricted stock unit awards were converted into the right to receive a cash payment in an amount equal to $12.00, without interest, for each share of Common Stock subject to time-based restricted stock unit awards without regard to vesting, less any required withholding taxes.
- F4Pursuant to the Merger Agreement, the Issuer merged with and into Acquisition Sub on September 19, 2017, with Acquisition Sub surviving as a wholly-owned subsidiary of Parent. At the effective time of the Merger, each performance restricted stock unit award outstanding, automatically and without any required action on the part of the Reporting Person, became vested in full at the maximum performance level initially established for such award, which was based on the Issuer's annualized total stockholder return on an absolute basis from March 3, 2017 through August 20, 2017, and each such performance restricted stock unit award and related agreement was cancelled and converted into the right to receive a cash payment in an amount equal to $12.00, without interest, for each share of Common Stock subject to such performance stock unit award, less any required withholding taxes.
- F5Pursuant to the Merger Agreement, the Issuer merged with and into Acquisition Sub on September 19, 2017, with Acquisition Sub surviving as a wholly-owned subsidiary of Parent. At the effective time of the Merger, each performance restricted stock unit award outstanding, automatically and without any required action on the part of the Reporting Person, became vested in full at the maximum performance level initially established for such award, which was based on the Issuer's annualized total stockholder return relative to a selected peer group from March 3, 2017 through August 20, 2017, and each such performance restricted stock unit award and related agreement was cancelled and converted into the right to receive a cash payment in an amount equal to $12.00, without interest, for each share of Common Stock subject to such performance stock unit award, less any required withholding taxes.
Remarks
Exhibit 24 - Power of Attorney