FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/20/2015 |
3. Issuer Name and Ticker or Trading Symbol
Landmark Apartment Trust, Inc. [ NONE ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock par value $0.01 | 7,171,834.73 | I(1)(2)(3)(4) | Elco North America Inc. |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Elco Landmark Residential Holdings II LLC ("ELRH II") was the holder of 1,226, 994 shares of Common Stock of the Issuer, which ELRH II acquired in connection with the consummation of the transactions contemplated by (i) the Assignment and Assumption Agreement, dated December 20, 2013, by and between ERLH II and Landmark Apartment Trust of America Holdings, LP, a Virginia limited partnership (the "OP"), (ii) the Payment Agreement, dated December 20, 2013, by and among ELRH II, the Issuer, and the OP, and (iii) the Asset Purchase and Contribution Agreement, dated December 20, 2013, by and among the Issuer, Elco Landmark Residential Holdings LLC, a Delaware limited liability company ("ELRH") and ELRH II. |
2. (Continued from footnote 1) On December 20, 2013, ELRH II subsequently transferred such Common Stock to ELRH. On August 12, 2012, ELRH, of which Elco North America Inc., a Delaware corporation ("ENA") is a member, entered into a Master Contribution and Recapitalization Agreement pursuant to which ELRH contributed a portfolio of multifamily residential properties to a subsidiary of the Issuer in exchange for cash, equity securities of such subsidiary and shares of Common Stock of the Issuer. On November 13, 2014, ELRH made a pro rata distribution (for no consideration) to ENA, as a member of ELRH, of 1,243,328.734 shares of Common Stock of the Issuer. |
3. (Continued from footnote 2) On November 14, 2014, ENA purchased an additional 178,506 shares of Common Stock of the Issuer from the other member of ELRH for $8.15 per share in a private sale transaction. On November 17, 2015, ENA exercised its Redemption Right pursuant to the Agreement of Limited Partnership of the OP and presented 5,750,000 Partnership Units in the OP (the "Presented Units") for redemption. On November 20, 2015, the OP issued to ENA 5,750,000 shares of Common Stock of the Issuer in exchange for the Presented Units. |
4. These 7,171,834.734 shares of Common Stock of the Issuer are held by ENA, of which Elco Limited is the sole shareholder. Approximately 64.9% of Elco Limited is held by G. Salkind Ltd., an Israeli corporation, of which Georg Gershon Salkind is the sole shareholder. Georg Gershon Salkind expressly disclaims any beneficial ownership of such Common Stock of the Issuer. |
Remarks: |
Exhibit 24 - Power of Attorney |
/s/ Eliezer Vessely, Attorney-in-Fact | 11/25/2015 | |
** 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 5 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |