SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

REMPPIES GUSTAV G

(Last)

(First)

(Middle)

C/O LANDMARK APARTMENT TRUST, INC.

4901 DICKENS ROAD, SUITE 101

(Street)

RICHMOND

23230

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Landmark Apartment Trust, Inc. [ NONE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/27/2016		D		23,009.781	D	$8.17⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Long-Term Incentive Plan Units	⁽²⁾⁽³⁾	01/27/2016		D			242,131.66	⁽²⁾⁽³⁾⁽⁴⁾	⁽⁵⁾	Common Stock	242,131.66	$8.17⁽⁶⁾	0	D
Long-Term Incentive Plan Units	⁽²⁾⁽³⁾	01/27/2016		D			18,404.91	⁽²⁾⁽³⁾⁽⁷⁾	⁽⁵⁾	Common Stock	18,404.91	$8.17⁽⁶⁾	0	D

Explanation of Responses:

1. 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.

2. 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.

3. (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

4. The LTIP Units were fully vested as of the transaction date.

5. The LTIP Units do not have an expiration date.

6. 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.

7. 25% 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 three anniversaries of April 9, 2015.

Remarks:

Chief Operating Officer and Chief Administrative Officer

	/s/ Anthony E. Szydlowski, Attorney-in-Fact	01/27/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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