POS AM 1 d36417dposam.htm POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 Post-Effective Amendment No. 2 to Form S-3

As filed with the Securities and Exchange Commission on September 17, 2015

Registration No. 333-202872

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Post-Effective Amendment No. 2

to

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

TRADE STREET RESIDENTIAL, INC.

(IRT Limited Partner, LLC as successor by merger to Trade Street Residential, Inc.)

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   13-4284187

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

c/o Independence Realty Trust, Inc.

Circa Centre, 2929 Arch Street, 17th Floor

Philadelphia, PA 19104

(215) 243-9000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

James J. Sebra

Chief Financial Officer and Treasurer

Independence Realty Trust, Inc.

Circa Centre, 2929 Arch Street, 17th Floor

Philadelphia, PA 19104

(215) 243-9000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

with copies to:

Michael H. Friedman, Esq.

Matthew M. Greenberg, Esq.

Pepper Hamilton LLP

3000 Two Logan Square

18th and Arch Streets

Philadelphia, PA 19103

Phone: (215) 981-4000

 

 

Approximate date of commencement of proposed sale to public:

Not applicable. This post-effective amendment deregisters all of the securities that were unsold under the registration statement as of the date hereof.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities being offered only in connection with dividend or interest reinvestment plans, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   ¨    Accelerated filer   x
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

 


DEREGISTRATION OF SHARES

This Post-Effective Amendment No. 2 relates to the Registration Statement on Form S-3 (Registration No. 333-202872) of Trade Street Residential, Inc. (“TSRE”).

On September 17, 2015, pursuant to the terms of an Agreement and Plan of Merger, dated as of May 11, 2015, as amended (the “Merger Agreement”), by and among TSRE, Trade Street Operating Partnership, L.P., a Delaware limited partnership, Independence Realty Trust, Inc., a Maryland corporation (“IRT”), Independence Realty Operating Partnership, LP, a Delaware limited partnership and a subsidiary of IRT (“IROP”), IRT Limited Partner, LLC, a Delaware limited liability company and a wholly-owned subsidiary of IRT (“IRT LP LLC”), and Adventure Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of IRT OP, TSRE merged with and into IRT LP LLC, with IRT LP LLC continuing as the surviving limited liability company (the “Merger”), and the separate corporate existence of TSRE thereupon ended. IRT LP LLC continues to be a direct, wholly-owned subsidiary of IRT.

In connection with the Merger, the offering pursuant to this Registration Statement has terminated and TSRE hereby removes from registration all of its securities registered pursuant to this Registration Statement that remain unsold as of the date hereof.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, IRT Limited Partner, LLC (as successor by merger to Trade Street Residential, Inc.) certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, State of Pennsylvania, on September 17, 2015.

 

IRT Limited Partner, LLC (as successor by merger to Trade Street Residential, Inc.)
By:   Independence Realty Trust, Inc., its sole member
By:  

/s/ James J. Sebra

Name:   James J. Sebra
Title:   Chief Financial Officer and Treasurer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on the dates indicated by the following persons in their capacities with Independence Realty Trust, Inc.

 

Name

  

Title

 

Date

/s/ Scott F. Schaffer

Scott F. Schaffer

   Chief Executive Officer, President and Chairman of the Board (Principal Executive Officer)   September 17, 2015

/s/ James J. Sebra

James J. Sebra

   Chief Financial Officer and Treasurer (Principal Financial Officer and Accounting Officer   September 17, 2015

/s/ William C. Dunkelberg

William C. Dunkelberg

   Independent Director   September 17, 2015

/s/ Robert F. McCadden

Robert F. McCadden

   Independent Director   September 17, 2015

/s/ DeForest B. Soaries, Jr.

DeForest B. Soaries, Jr.

   Independent Director   September 17, 2015

/s/ Sharon M. Tsao

Sharon M. Tsao

   Independent Director   September 17, 2015

/s/ Mack D. Pridgen III

Mack D. Pridgen III

   Independent Director   September 17, 2015

/s/ Richard H. Ross

Richard H. Ross

   Director   September 17, 2015