FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Landmark Apartment Trust of America, Inc. [ NONE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/08/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 03/08/2013 | S | 306,749 | D | $8.15 | 0 | D | |||
Common Stock | 153,866(8) | I | By Elco Landmark Residential Holdings LLC |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Operating Partnership Units(2) | (1) | (1) | (4) | Common Stock | 262,859(2) | 262,859(3) | I | By Kings Carlyle Club Mezz, LLC | |||||||
Operating Partnership Units | (1) | (1) | (4) | Common Stock | 2,950,109 | 4,359,740(3) | I | By Elco Landmark Residential Holdings, LLC | |||||||
Operating Partnership Units | (1) | (1) | (4) | Common Stock | 819,036 | 819,036(3) | I | By Century Mill Investors, LLC | |||||||
Operating Partnership Units | (1) | (1) | (4) | Common Stock | 1,207,597 | 1,207,597(3) | I | By Elco Landmark Grand Palms Management, LLC | |||||||
Operating Partnership Units | (1) | (1) | (4) | Common Stock | 850,379 | 850,379(3) | I | By Elco Landmark Arlington Management, LLC | |||||||
Operating Partnership Units | (1) | (1) | (4) | Common Stock | 2,472,404 | 2,472,404(3) | I | By Elco Landmark at Birmingham Management, LLC | |||||||
Operating Partnership Units | (1) | (1) | (4) | Common Stock | 566,832 | 566,832(3) | I | By Landmark at Grand Meadow Holdings, LLC | |||||||
Operating Partnership Units | (1) | (1) | (4) | Common Stock | 436,220 | 1,409,631(3) | I | By Elco Landmark Residential Holdings, LLC | |||||||
Operating Partnership Units | (1) | (1) | (4) | Common Stock | 2,671,456 | 2,671,456(3) | I | By Elco LR OPT II REIT LP | |||||||
Operating Partnership Units | (1) | (1) | (4) | Common Stock | 973,411 | 973,411(3) | I | By Elco Landmark Residential Holdings, LLC | |||||||
Operating Partnership Units | (1) | (1) | (4) | Common Stock | 206,931 | 206,931(3) | I | By AMDG Diplomatic Partners, LP | |||||||
Long-Term Incentive Plan Units | (5)(6) | (5)(6) | (7) | Common Stock | 22,040 | 22,040 | D |
Explanation of Responses: |
1. The operating partnership units ("OP Units") represent units of limited partnership interests in Landmark Apartment Trust of America Holdings, LP, 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 of the issuer, 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 of the issuer), 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. |
2. The OP Units were issued as part of the consideration paid by the issuer in connection with the issuer's purchase of certain properties, and are valued at approximately $8.15 per unit. |
3. The 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. |
4. The OP Units do not have an expiration date. |
5. The long-term incentive plan units ("LTIP Units") are fully vested upon grant. LTIP Units are a special class of partnership interest in the issuer's operating partnership. Initially, the LTIP Units will not have full parity with the common units issued by the issuer's operating partnership with respect to liquidating distributions. Under the terms of the LTIP Units, the issuer's operating partnership will revalue its assets upon the occurrence of certain specified events, and any increase in the issuer's operating partnership's valuation from the time of grant until such event will be allocated first to the holders of the LTIP Units to equalize the capital transaction of such holders with the capital accounts of holders of common units. (Continued in footnote 7). |
6. Upon 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 Registrant's common stock. |
7. The LTIP Units do not have an expiration date. |
8. Elco Landmark Residential Holdings LLC distributed 49,080 shares of common stock to Mr. Lubeck prior to the transaction reported herein. |
/s/ Mechelle Lafon/ Attorney-in-Fact | 03/12/2013 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |