SEC Form 4 · accession 0001104659-17-058085

Monogram Residential Trust, Inc. · MORE

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

David Fitch

Director

Period of report

Sep 19, 2017

Accepted (ET)

Sep 20, 2017 · 4:20 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 Stock^F1,F2	Sep 19, 2017	D	25,669	$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 Units^F3	$0.00	Sep 19, 2017	D	15,932	D	—	—	Common Stock	15,932	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 15,969 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.