November 5, 2015

(Date of Event which Requires Filing of this Statement)

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CUSIP No. 60979P 105

 

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CUSIP No. 60979P 105

1	NAME OF REPORTING PERSON   Madison International Realty Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS   Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   NONE
		8	SHARED VOTING POWER   13,047,537
		9	SOLE DISPOSITIVE POWER   NONE
		10	SHARED DISPOSITIVE POWER   13,047,537
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   13,047,537
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   7.8%
14	TYPE OF REPORTING PERSON   OO

 

 

 

This Amendment No. 3 (this "Amendment No. 3") to Schedule 13D amends and supplements the statement on Schedule 13D, filed with the Securities and Exchange Commission on December 22, 2014 (the "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 ("Amendment No. 1") and Amendment No. 2, filed with the Securities and Exchange Commission on August 26, 2015 ("Amendment No. 2"), 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 Schedule 13D. Except as specifically amended and supplemented by this Amendment No. 3, all other provisions of the Schedule 13D shall remain in full force and effect.

This Amendment No. 3 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 3 is hereby amended and supplemented by adding the following information:

The aggregate purchase price of the 1,024,134 shares of Common Stock (the "Third Additional Purchased Shares") acquired by MIRELF V REIT Investments since the filing of Amendment No. 2 on August 26, 2015 was $9,421,632.81, not including brokerage commissions or service charges.  The sources of the funds used by MIRELF V REIT Investments to purchase the Third Additional Purchased Shares were (i) funds provided by MIRELF V REIT from (A) cash on hand and (B) borrowings under MIRELF V REIT's subscription based revolving credit agreement with Sumitomo Mitsui Banking Corporation, and (ii) borrowings under an intercompany loan from a parallel fund vehicle, a portion of which MIRELF V REIT Investments has repaid with funds provided by MIRELF V REIT from MIRELF V investor capital calls, and the balance of which MIRELF V REIT Investments intends to repay with borrowings under the Amended Loan Documents.  Funds drawn under MIRELF V REIT's subscription based revolving credit agreement with Sumitomo Mitsui Banking Corporation are repaid from time to time with funds from MIRELF V investor capital calls, and, as of the date hereof, all of such borrowings have been repaid.

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

MIRELF V REIT Investments acquired the Third 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 166,607,432 shares of Common Stock disclosed by the Issuer as outstanding as of October 31, 2015 in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 5, 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, the Second Additional Purchased Shares and the Third 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 7.8% 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.

 

 

Item 6 is hereby amended and restated in its entirety as follows:

On April 29, 2015, MIRELF V REIT Investments entered into a Margin Loan Agreement with Morgan Stanley Bank, N.A., as lender (the "Lender"), and Morgan Stanley & Co. LLC, as calculation agent, and related collateral and security documents (collectively, the "Loan Documents"), pursuant to which, and subject to the terms therein, MIRELF V REIT Investments borrowed $34,462,147 ("Initial Borrowed Amount"). On November 5, 2015, MIRELF V REIT Investments amended the Loan Documents (together with the Loan Documents, the "Amended Loan Documents") to, among other things, borrow an additional $8,771,474 (together with the Initial Borrowed Amount, the "Borrowed Amount"). Under the terms of the Amended Loan Documents, MIRELF V REIT Investments has pledged and granted a security interest in certain collateral, which includes all of its shares of Common Stock (the "Pledged Shares"), in favor of the Lender as security for the Borrowed Amount. The Amended Loan Documents provide that the loan matures on or about April 29, 2018, but upon the occurrence of certain events that are customary with this type of loan, the Lender may exercise its right to require MIRELF V REIT Investments to pre-pay the Borrowed Amount, post additional collateral or foreclose on, and dispose of, the Pledged Shares in accordance with the Amended Loan Documents.

Other than as set forth herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between any Reporting Person and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:  November 6, 2015

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