0000899243-16-012253.txt : 20160127 0000899243-16-012253.hdr.sgml : 20160127 20160127132008 ACCESSION NUMBER: 0000899243-16-012253 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160127 FILED AS OF DATE: 20160127 DATE AS OF CHANGE: 20160127 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Landmark Apartment Trust, Inc. CENTRAL INDEX KEY: 0001347523 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 203975609 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4901 DICKENS ROAD STREET 2: STE 101 CITY: RICHMOND STATE: VA ZIP: 23230 BUSINESS PHONE: 804-237-1335 MAIL ADDRESS: STREET 1: 4901 DICKENS ROAD STREET 2: STE 101 CITY: RICHMOND STATE: VA ZIP: 23230 FORMER COMPANY: FORMER CONFORMED NAME: Landmark Apartment Trust of America, Inc. DATE OF NAME CHANGE: 20120807 FORMER COMPANY: FORMER CONFORMED NAME: Apartment Trust of America, Inc. DATE OF NAME CHANGE: 20110103 FORMER COMPANY: FORMER CONFORMED NAME: Grubb & Ellis Apartment REIT, Inc. DATE OF NAME CHANGE: 20071210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Olander Stanley J Jr CENTRAL INDEX KEY: 0001242994 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52612 FILM NUMBER: 161364079 MAIL ADDRESS: STREET 1: 1551 NORTH TUSTIN AVENUE STREET 2: SUITE 200 CITY: SANTA ANA STATE: CA ZIP: 92705 FORMER NAME: FORMER CONFORMED NAME: OLANDER STANLEY J JR DATE OF NAME CHANGE: 20030617 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-01-27 1 0001347523 Landmark Apartment Trust, Inc. NONE 0001242994 Olander Stanley J Jr C/O LANDMARK APARTMENT TRUST, INC. 4901 DICKENS ROAD, SUITE 101 RICHMOND VA 23230 1 1 0 0 See Remarks Common Stock 2016-01-27 4 D 0 22111.616 8.17 D 0 I By Stanley Joseph Olander Jr. Revocable Trust Long-Term Incentive Plan Units 2016-01-27 4 D 0 315444.73 8.17 D Common Stock 315444.73 0 D Long-Term Incentive Plan Units 2016-01-27 4 D 0 153374.23 8.17 D Common Stock 153374.23 0 D Pursuant to the terms of the Agreement and Plan of Merger, dated as of October 22, 2015, by and among Landmark Apartment Trust, Inc. ("Landmark"), Monument Partners, L.L.C. ("Monument"), Monument REIT Merger Sub, L.P., a wholly-owned subsidiary of Monument, Monument Partnership Merger Sub, L.P., a wholly-owned subsidiary of Monument, and Landmark Apartment Trust Holdings, LP (the "Merger Agreement"), each share of Landmark common stock owned by the reporting person immediately prior to the effective time of the REIT Merger (as defined in the Merger Agreement) converted at the effective time into the right to receive $8.17 in cash. The long-term incentive plan units ("LTIP Units") are a special class of partnership interest in the issuer's operating partnership, Landmark Apartment Trust Holdings, LP, of which the issuer is the general partner (the "Operating Partnership"). Initially, the LTIP Units do 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 revalued 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 was allocated first to the holders of LTIP Units to equalize the capital accounts of such holders with the capital accounts of holders of common units. (Continued from footnote 2) Upon equalization of the capital accounts of the holders of LTIP Units with the other holders of common units, the LTIP Units achieved full parity with the common units for all purposes, including with respect to liquidating distributions. If such parity was reached, vested LTIP Units could 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 were fully vested as of the transaction date. The LTIP Units do not have an expiration date. Pursuant to the terms of the Merger Agreement, each LTIP Unit owned by the reporting person, whether or not vested or subject to any performance condition or any condition to the booking up of the capital account of the reporting person that has not been satisfied, that was outstanding immediately prior to the effective time of the Partnership Merger (as defined in the Merger Agreement) became fully vested and free of any forfeiture restrictions immediately prior to the effective time of the Partnership Merger. At the effective time of the Partnership Merger, each LTIP Unit was considered to be an outstanding common unit of the Operating Partnership and was converted into the right to receive $8.17 in cash. 48% of the LTIP Units vested on the date of issuance and the remaining LTIP Units were to vest in equal installments on each of the first two anniversaries of April 9, 2015. Chief Executive Officer and President /s/ Anthony E. Szydlowski, Attorney-in-Fact 2016-01-27