X0306 4 2017-02-23 0 0001466085 INDEPENDENCE REALTY TRUST, INC IRT 0001615805 Ender Farrell M. C/O INDEPENDENCE REALTY TRUST, INC. 2 LOGAN SQUARE, 100 N. 18TH ST, 23RD FL PHILADELPHIA PA 19103 0 1 0 0 President Common Stock 2017-02-23 4 F 0 14681 D 76040 D Common Stock 2017-02-23 4 M 0 16000 8.20 A 92040 D Common Stock 2017-02-23 4 D 0 14108 9.30 D 77932 D Common Stock 2017-02-23 4 F 0 907 9.30 D 77025 D Common Stock 2000 I By wife Stock Appreciation Right 8.20 2017-02-23 4 M 0 16000 0.00 D 2019-01-31 Common Stock 16000 0 D This forfeiture was undertaken solely to satisfy tax withholding liabilities relating to the vesting of restricted stock awards held by the reporting person. The reporting person made the withholding election on February 23, 2017 with respect to restricted stock that vested on January 31, 2017, February 12, 2017 and February 18, 2017. The aggregate value of the common shares so withheld was based on the closing price of the common shares on the NYSE MKT on the relevant vesting date which was $9.23, $9.29 and $9.30, respectively, and did not exceed the minimum applicable withholding tax rate for federal (including FICA), state, local and other tax liabilities. The reporting person elected to satisfy the tax withholding obligations of the issuer with respect to the exercise of a portion of the reporting person's stock appreciation rights, which exercise was being settled with shares of common stock of the issuer, by having shares of common stock withheld from the shares of common stock issued in connection with such settlement. The shares of common stock so withheld are being reported herein as a disposition to the issuer. The aggregate value of the shares of common stock so withheld was based on the closing price of the shares of common stock on the NYSE MKT on the relevant settlement date which was $9.30 on February 23, 2017 and did not exceed the minimum applicable withholding tax rate for federal (including FICA), state, local and other tax liabilities. These stock appreciation rights vested in three equal annual installments beginning on January 31, 2015. /s/ Anders F. Laren, attorney-in-fact 2017-02-27