X0306 4 2014-07-16 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 Common Stock 6135 6135 D Operating Partnership Units 2014-07-16 4 J 0 6433 A Common Stock 6433 11761 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 (the "Operating Partnership"), of which the issuer is the general partner. Initially, the LTIP Units will not have full parity with the common units issued by the Operating Partnership with respect to liquidating distributions. Under the terms of the LTIP Units, the Operating Partnership will revalue its assets upon the occurrence of certain specified events, and any increase in the 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 the Operating Partnership. The OP Units have the rights and preferences as set forth in the partnership agreement of the Operating Partnership and are redeemable, subject to certain limitations, 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). The OP Units do not have an expiration date. On July 16, 2014, certain entities in which Mr. Miller invests as a limited liability company member or limited partner, as the case may be, commenced a series of distributions to certain third party investors, including to Mr. Miller. As a result of such distributions, Mr. Miller acquired a total of 11,761 OP Units. The OP Units, and the common stock of the issuer for which such OP Units could potentially be redeemed, have been most recently valued by the issuer's board of directors at approximately $8.15 per share. Mr. Miller's Form 4 filed on March 21, 2014 incorrectly reported that he beneficially owned 4,825 OP Units as of such date. Mr. Miller was the beneficial owner of 5,328 OP Units as of such date. Chief Operating Officer and Chief Accounting Officer /s/ Anthony Szydlowski, Attorney-in-Fact 2014-09-18