As filed with the Securities and Exchange Commission on July 22, 2020

Registration No. 333-232308

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 _______________________ 

PRE-EFFECTIVE AMENDMENT NO. 3 TO

POST-EFFECTIVE AMENDMENT NO. 2 TO

FORM S-11

FOR REGISTRATION UNDERTHE SECURITIES ACT OF 1933

OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES

____________________________

HARTMAN VREIT XXI, INC.

(Exact name of registrant as specified in its governing instruments) 

______________________

2909 Hillcroft, Suite 420

Houston, Texas 77057

(713) 467-2222

(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices) 

__________________________

Allen R. Hartman

Chief Executive Officer

HARTMAN vREIT XXI, INC.

2909 Hillcroft, Suite 420

Houston, Texas 77057

(713) 467-2222

(Name, address, including zip code, and telephone number, including area code, of agent for service)

__________________________

Copy to:

Rosemarie A. Thurston

Alston & Bird LLP

1201 West Peachtree Street

Atlanta, Georgia 30309

______________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effectiveness of the registration statement.

If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. [x]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “small reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]  Accelerated filer [ ]  Non-accelerated filer [ ] (Do not check if smaller reporting company)

Smaller reporting company [x] Emerging Growth Company [x]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [x]

EXPLANATORY NOTE

This Pre-Effective Amendment No. 3 to Post-Effective Amendment No. 2 to the Registration Statement on Form S-11 (No. 333-232308) is filed pursuant to Rule 462(d) solely to current date the consent of independent registered public accounting firm, which was previously filed with respect to such Registration Statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 36. Financial Statements and Exhibits.

(b) Exhibits:

The following exhibit is filed as part of this Registration Statement:

Exhibit   Description

23.2  Consent of Weaver and Tidwell, L.L.P.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas on July 22, 2020.

Hartman vREIT XXI, Inc.

/s/ Allen R. Hartman

Allen R. Hartman

Chief Executive Officer and President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Name	Title	Date
/s/ Allen R. Hartman Allen R. Hartman	Chief Executive Officer and Director (Principal Executive Officer)	July 22, 2020
/s/ Louis T. Fox III Louis T. Fox III	Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)	July 22, 2020
/s/ Richard R. Ruskey Richard R. Ruskey	Independent Director	July 22, 2020
/s/ John G. Ostroot John G. Ostroot	Independent Director	July 22, 2020