This Amendment No. 2 ("Amendment No. 2") to Schedule 13D amends and supplements the statement on Schedule 13D, filed with the Securities and Exchange Commission on December 22, 2014 (the "Original Schedule 13D"), by the Reporting Persons (as defined below), as amended by Amendment No. 1, filed with the Securities and Exchange Commission on May 1, 2015, relating to the common stock, par value $0.0001 per share ("Common Stock"), of Monogram Residential Trust, Inc. (the "Issuer"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Original Schedule 13D and Amendment No. 1. Except as specifically amended and supplemented by this Amendment No. 2, all other provisions of the Original Schedule 13D, as amended by Amendment No. 1, shall remain in full force and effect.

This Amendment No. 2 is being filed by

 

·	MIRELF V REIT Investments LLC (“MIRELF V REIT Investments”)

·	MIRELF V REIT (“MIRELF V REIT”)

·	Madison International Real Estate Liquidity Fund V, LP (“MIRELF V”)

·	Madison International Holdings V, LLC (“Holdings”)

·	Madison International Realty V, LLC (“Realty”)

·	Madison International Realty Holdings, LLC (“Realty Holdings”)

·	Ronald M. Dickerman (“Mr. Dickerman” and, together with MIRELF V REIT Investments, MIRELF V REIT, MIRELF V, Holdings, Realty and Realty Holdings, the “Reporting Persons”).

Item 4 is hereby amended and supplemented by adding the following information:

MIRELF V REIT Investments acquired the Second Additional Purchased Shares for investment purposes.

Item 5 is hereby amended and restated in its entirety as follows:

(a) and (b)

The aggregate percentage of Common Stock reported as owned by each Reporting Person is based upon the 166,516,021 shares of Common Stock disclosed by the Issuer as outstanding as of July 31, 2015 in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on August 6, 2015.

 

By virtue of the relationships reported under Item 2, MIRELF V REIT, MIRELF V, Holdings, Realty, Realty Holdings and Mr. Dickerman may be deemed to have shared voting and dispositive power with respect to the Purchased Shares, the Additional Purchased Shares and the Second Additional Purchased Shares acquired by MIRELF V REIT Investments which, based on calculations made in accordance with Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended, constitute approximately 7.22% of the outstanding Common Stock.

Holdings, Realty, Realty Holdings and Mr. Dickerman disclaim beneficial ownership of the shares of Common Stock beneficially owned by MIRELF V REIT Investments, MIRELF V REIT and MIRELF V to the extent that equity interests in such entities are held directly or indirectly by persons other than Holdings, Realty, Realty Holdings or Mr. Dickerman.

(d)

By virtue of the relationships described in Item 2, each of the Reporting Persons may be deemed to have the power to direct the receipt of dividends declared on the Purchased Shares, the Additional Purchased Shares and the Second Additional Purchased Shares and the proceeds from the sale of such Purchased Shares, Additional Purchased Shares and Second Additional Purchased Shares.

(e)	Not applicable.