X0306 4 2014-03-19 0 0001347523 Landmark Apartment Trust of America, Inc. NONE 0001574440 Miller James Gregory 4901 DICKENS ROAD, SUITE 101 RICHMOND VA 23230 0 1 0 0 See Remarks Long-Term Incentive Plan Units 2014-03-19 4 A 0 6135 0.00 A Common Stock 6135 6135 D Operating Partnership Units Common Stock 4825 4825 D The long-term incentive plan units ("LTIP Units") are a special class of partnership interest in the issuer's operating partnership, Landmark Apartment Trust of America Holdings, LP, of which the issuer is the general partner. 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 holders of LTIP Units to equalize the capital accounts of such holders with the capital accounts of holders of common units. 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 issuer's common stock. The LTIP Units do not have an expiration date. The operating partnership units ("OP Units") represent units of limited partnership interests in Landmark Apartment Trust of America Holdings, LP. The OP Units have the rights and preferences as set forth in the partnership agreement of the operating partnership of the issuer and are 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). The OP Units do not have an expiration date. Chief Operating Officer and Chief Accounting Officer /s/ Mechelle Lafon, Attorney-in-Fact 2014-03-21