0001104659-17-058086.txt : 20170920 0001104659-17-058086.hdr.sgml : 20170920 20170920162052 ACCESSION NUMBER: 0001104659-17-058086 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170919 FILED AS OF DATE: 20170920 DATE AS OF CHANGE: 20170920 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MORELAND W BENJAMIN CENTRAL INDEX KEY: 0001157962 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36750 FILM NUMBER: 171094222 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Monogram Residential Trust, Inc. CENTRAL INDEX KEY: 0001384710 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 205383745 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5800 GRANITE PARKWAY STREET 2: STE 1000 CITY: PLANO STATE: TX ZIP: 75024 BUSINESS PHONE: (469) 250-5500 MAIL ADDRESS: STREET 1: 5800 GRANITE PARKWAY STREET 2: STE 1000 CITY: PLANO STATE: TX ZIP: 75024 FORMER COMPANY: FORMER CONFORMED NAME: BEHRINGER HARVARD MULTIFAMILY REIT I INC DATE OF NAME CHANGE: 20061228 4 1 a4.xml 4 X0306 4 2017-09-19 1 0001384710 Monogram Residential Trust, Inc. MORE 0001157962 MORELAND W BENJAMIN C/O MONOGRAM RESIDENTIAL TRUST, INC. 5800 GRANITE PARKWAY, SUITE 1000 PLANO TX 75024 1 0 0 0 Common Stock 2017-09-19 4 D 0 1980 12.00 D 0 D Restricted Stock Units 0 2017-09-19 4 D 0 13596 12.00 D Common Stock 13596 0 D Pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated July 4, 2017, by and among Monogram Residential Trust, Inc., a Maryland corporation (the "Issuer"), GS Monarch Parent, LLC, a Delaware limited liability company ("Parent"), and GS Monarch Acquisition, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent ("Acquisition Sub"), the Issuer merged with and into Acquisition Sub on September 19, 2017, with Acquisition Sub surviving as a wholly-owned subsidiary of Parent (the "Merger"). At the effective time of the Merger, each share of common stock, par value of $0.0001 per share ("Common Stock"), outstanding, automatically and without any required action on the part of the Reporting Person, was converted into the right to receive $12.00 in cash, without interest. Reported shares include 1,980 vested and deferred RSUs that vested prior to the effective time of the Merger and that were converted into the right to receive $12.00 in cash, without interest, at the effective time of the Merger. Pursuant to the Merger Agreement, the Issuer merged with and into Acquisition Sub on September 19, 2017, with Acquisition Sub surviving as a wholly-owned subsidiary of Parent. At the effective time of the Merger, each time-based restricted stock unit award outstanding, automatically and without any required action on the part of the Reporting Person, became fully vested, all restrictions thereon lapsed and all such time-based restricted stock unit awards were converted into the right to receive a cash payment in an amount equal to $12.00, without interest, for each share of Common Stock subject to time-based restricted stock unit awards without regard to vesting, less any required withholding taxes. /s/ Kevin Satter, by Power of Attorney 2017-09-20