SEC FORM 4

SEC Form 4

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^*

AISNER ROBERT S

(Last)

(First)

(Middle)

C/O MONOGRAM RESIDENTIAL TRUST, INC.

5800 GRANITE PARKWAY, SUITE 1000

(Street)

PLANO

75024

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Monogram Residential Trust, Inc. [ MORE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/02/2017		P		2,697	A	⁽¹⁾	31,741.945⁽²⁾	D
Common Stock	01/02/2017		J⁽³⁾		20,098	D	⁽³⁾	0	I	Through Behringer Harvard Holdings, LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Stock	⁽⁴⁾	01/02/2017		J⁽⁵⁾			1,000	⁽⁶⁾	⁽⁷⁾	Common Stock	⁽⁸⁾	$1	0	I	Through Behringer Harvard Multifamily Adisors LLP

Explanation of Responses:

1. The reporting person acquired these securities as part of the consideration paid for redemption of his membership interests in Behringer Harvard Holdings, LLC.

2. As of February 1, 2017, 8,835 of the shares reported in this box are shares of common stock of Monogram Residential Trust, Inc. and 22,906.945 are shares related to restricted stock units awarded to the reporting person that are subject to specified vesting and settlement provisions.

3. As a result of the redemption of his membership interests in and retirement from Behringer Harvard Holdings, LLC, the reporting person is no longer deemed a beneficial owner of these securities. At the time of Mr. Aisner's retirement and redemption of his membership interests in Behringer Harvard Holdings, LLC, Behringer Harvard Holdings, LLC owned 20,098 shares of Monogram Financial Trust common stock. The value as of the date of his retirement was $10.73 per share, based on the closing price on January 3, 2017, the next following trading day.

4. There is no exercise price for conversion of the reported securities.

5. As a result of the redemption of his membership interests in and retirement from Behringer Harvard Holdings, LLC, whicn owns and controls directly 100% of the sole general partner and owns and controls indirectly 100% of the sole limited partner of Behringer Harvard Multifamily Advisors I LP, the reporting person is no longer deemed a beneficial owner of these securities.

6. These securities shall become convertible: (i) upon termination of the Advisory Management Agreement entered into between Behringer Harvard Multifamily Advisors I LP (the "Advisor") and Monogram Residential Trust, Inc. (the "Company"); (ii) if the Company has paid distributions to common stockholders such that aggregate distributions are equal to 100% of the price at which the Company sold its outstanding shares of common stock plus an amount sufficient to produce a 7% cumulative, non-compounded, annual return at that price; or (iii) the listing of the common stock for trading on a national securities exchange.

7. Other than upon termination or expiration without renewal of the Advisory Management Agreement with the Advisor by the Company because of a material breach by the Advisor, there is no expiration date on these outstanding reportable securities becoming convertible.

8. The number of shares of common stock into which these reported securities shall become convertible shall be determined at the time of conversion pursuant to the terms of the convertible shares. The terms of the convertible changed on September 3, 2008 pursuant to Articles Supplementary to the Company's charter filed by the Company on such date.

	/s/ Robert S. Aisner	04/21/2017
	** 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).
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