-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KgX1hs2WrUktn3ZWfOAPyaqyvILpV6+8LzyhrrRhr0wZitADfRO/i0Y0i0eLeDjt /bOex9aawsTelTma7T4c6A== 0001104659-08-043154.txt : 20080630 0001104659-08-043154.hdr.sgml : 20080630 20080630171755 ACCESSION NUMBER: 0001104659-08-043154 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080630 FILED AS OF DATE: 20080630 DATE AS OF CHANGE: 20080630 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BEHRINGER HARVARD MULTIFAMILY REIT I INC CENTRAL INDEX KEY: 0001384710 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 000000000 BUSINESS ADDRESS: STREET 1: 15601 DALLAS PKWY STREET 2: STE 600 CITY: ADDISON STATE: TX ZIP: 75001 MAIL ADDRESS: STREET 1: 15601 DALLAS PKWY STREET 2: STE 600 CITY: ADDISON STATE: TX ZIP: 75001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MATTOX M JASON CENTRAL INDEX KEY: 0001218935 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53195 FILM NUMBER: 08926802 MAIL ADDRESS: STREET 1: 1323 NORTH STEMMONS FREEWAY SUITE 200 CITY: DALLAS STATE: TX ZIP: 75207 3 1 a3.xml 3 X0203 3 2008-06-30 0 0001384710 BEHRINGER HARVARD MULTIFAMILY REIT I INC NONE 0001218935 MATTOX M JASON 7505 HUNDLEY BLVD. DALLAS TX 75231 0 1 0 0 Executive Vice President Common Stock 1227.748 D Common Stock 24969 I Through Behringer Harvard Holdings, LLC Convertible Stock Common Stock I Through Behringer Harvard Multifamily Advisors I LP These reported securities are directly owned by Behringer Harvard Holdings, LLC and indirectly by Mr. Mattox as an owner of outstanding membership interests in Behringer Harvard Holdings, LLC. Mr. Mattox disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. These reported securities shall become convertible upon: (i) termination of the Advisory Management Agreement entered into between Behringer Harvard Multifamily Advisors I LP and Behringer Harvard Multifamily REIT I, Inc.; (ii) if stockholders of Behringer Harvard Multifamily REIT I, Inc. are paid distributions equivalent to issue price of the common stock plus a return; or (iii) the listing of the common stock for trading on a national securities exchange. Other than a termination or expiration without renewal of the Advisory Management Agreement with Behringer Harvard Multifamily Advisors I LP (the "Advisor") by Behringer Harvard Multifamily REIT I, Inc. because of a material breach by the Advisor prior to or at an event that would trigger conversion of these reportable securities or other termination of the Advisory Management Agreement with the Advisor, there is no expiration date on these outstanding reportable securities becoming convertible. Amount of underlying shares of common stock convertible for the 1,000 shares of these reported securities will be determined at the time of conversion pursuant to the terms of the convertible shares. Conversion value of the derivative security will be determined at the time of conversion pursuant to the terms of the convertible shares. Mr. Mattox directly owns membership interests in Behringer Harvard Holdings, LLC that 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 that owns these reported securities. Exhibit List: Exhibit 24 - Power of Attorney /s/ Michael Jason Mattox 2008-06-27 EX-24 2 ex-24.htm EX-24

Exhibit 24

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints Gerald J. Reihsen, III and Daniel J. Rosenberg, and each of them, signing singly, the undersigned’s true and lawful attorney-in-fact to:

 

1.     prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

 

2.     execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, and any other forms or reports the undersigned may be required to file in connection with the undersigned’s ownership, acquisition, or disposition of securities of the Company;

 

3.     do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, or other form or report, and timely file such form or report with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

4.     take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 24 day of June, 2008.

 

 

/s/ M. Jason Mattox

 

M. Jason Mattox

 

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