8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 23, 2014

Landmark Apartment Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland	000-52612	20-3975609
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3505 E. Frontage Road, Suite 150 Tampa, Florida	33607
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (813) 281-2907

Former name or former address, if changed since last report: Landmark Apartment Trust of America, Inc.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 23, 2014, Landmark Apartment Trust, Inc. (formerly known as Landmark Apartment Trust of America, Inc.) (the “Company”) filed Articles of Amendment to its charter with the Maryland State Department of Assessments and Taxation to change the name of the corporation to “Landmark Apartment Trust, Inc.”. The Articles of Amendment became effective on October 23, 2014. A copy of the Articles of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. In addition, the board of directors of the Company amended the bylaws of the Company to change the name of the Company accordingly. A copy of the Third Amendment to the Third Amended and Restated Bylaws is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

On October 24, 2014, the Company, in its capacity as the general partner of Landmark Apartment Trust Holdings, LP (formerly known as Landmark Apartment Trust of America Holdings, LP), the Company’s operating partnership, filed a Certificate of Amendment to the Certificate of Limited Partnership with the State Corporation Commission of the Commonwealth of Virginia to change the name of the Company’s operating partnership to “Landmark Apartment Trust Holdings, LP” (the “Partnership”) and its principal place of business. In addition, the Company amended the Partnership’s Agreement of Limited Partnership to change the name of the Partnership and its principal place of business accordingly. A copy of the Eighth Amendment to the Agreement of Limited Partnership is filed as Exhibit 3.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Exhibits and Financial Statements.

d. Exhibits:

Exhibit Number	Description
3.1	Articles of Amendment to Articles of Amendment and Restatement of Landmark Apartment Trust, Inc.
3.2	Third Amendment to Third Amended and Restated Bylaws of Landmark Apartment Trust, Inc.
3.3	Eighth Amendment to Agreement of Limited Partnership of Landmark Apartment Trust Holdings, LP

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

October 29, 2014	Landmark Apartment Trust, Inc.
	By:	/s/ Anthony E. Szydlowski
	Name:	Anthony E. Szydlowski
	Title:	General Counsel and Secretary

Exhibit Index

Exhibit Number	Description
3.1	Articles of Amendment to Articles of Amendment and Restatement of Landmark Apartment Trust, Inc.
3.2	Third Amendment to Third Amended and Restated Bylaws of Landmark Apartment Trust, Inc.
3.3	Eighth Amendment to Agreement of Limited Partnership of Landmark Apartment Trust Holdings, LP

EX-3.1

Exhibit 3.1

LANDMARK APARTMENT TRUST OF AMERICA, INC.

ARTICLES OF AMENDMENT

Landmark Apartment Trust of America, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: Article I of the Articles of Amendment and Restatement of the Corporation dated as of June 17, 2013 (as amended or supplemented, the “Charter”) is hereby amended to change the name of the Corporation to:

Landmark Apartment Trust, Inc.

SECOND: The foregoing amendment to the Charter was approved by the Board of Directors of the Corporation and was limited to a change expressly authorized by Section 2-605(a)(1) of the Maryland General Corporation Law without action by the Corporation’s stockholders.

THIRD: The undersigned officer of the Corporation acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

Except as amended hereby, the rest and remainder of the Charter of the Corporation shall be and remain in full force and effect.

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by its Chief Executive Officer and attested to by its Secretary this 23^rd day of October, 2014.

ATTEST:	LANDMARK APARTMENT TRUST OF AMERICA, INC.
By: /s/ Anthony Szydlowski	By: /s/ Stanley J. Olander, Jr.
Anthony E. Szydlowski Secretary	Stanley J. Olander, Jr. Chief Executive Officer

EX-3.2

Exhibit 3.2

THIRD AMENDMENT TO

THIRD AMENDED AND RESTATED BYLAWS

OF

LANDMARK APARTMENT TRUST, INC.

This Third Amendment (this “Amendment”) to the Third Amended and Restated Bylaws (the “Bylaws”) of Landmark Apartment Trust of America, Inc. (the “Company”) is dated this 23^rd day of October, 2014.

WITNESSETH:

WHEREAS, the Company is governed, in part, by the Bylaws; and

WHEREAS, pursuant to and in accordance with Article XIV of the Bylaws, the Board of Directors of the Company and certain preferred stockholders of the Company, as required by the Company’s charter, have authorized, approved and adopted this Amendment.

NOW THEREFORE, in accordance with the corporate laws of the State of Maryland, the Bylaws of Landmark Apartment Trust of America, Inc. are amended to reflect that the name of the Company has been changed to Landmark Apartment Trust, Inc. by replacing any and all references to “Landmark Apartment Trust of America, Inc.” with “Landmark Apartment Trust, Inc.”

LANDMARK APARTMENT TRUST, INC.
By:	/s/ Joseph Lubeck
Name:	Joseph Lubeck
Title:	Chairman of the Board of Directors

EX-3.3

Exhibit 3.3

EIGHTH AMENDMENT

TO

AGREEMENT OF LIMITED PARTNERSHIP

OF

LANDMARK APARTMENT TRUST HOLDINGS, LP

(f/k/a Landmark Apartment Trust of America Holdings, LP)

This Eighth Amendment (this “Amendment”) to the Agreement of Limited Partnership of Landmark Apartment Trust Holdings, LP (f/k/a Landmark Apartment Trust of America Holdings, LP) is made as of October 24, 2014, by Landmark Apartment Trust, Inc., a Maryland corporation, as general partner (the “General Partner”) of Landmark Apartment Trust Holdings, LP, a Virginia limited partnership (the “Partnership”), pursuant to authority granted to the General Partner in Sections 2.02 and 11.01 of the Agreement of Limited Partnership of the Partnership (f/k/a Landmark Apartment Trust of America Holdings, LP, Apartment Trust of America Holdings, LP, Grubb & Ellis Apartment REIT Holdings, LP and NNN Apartment REIT Holdings, L.P.), dated as of December 27, 2005, as amended by the First Amendment thereto, dated as of June 3, 2010, as further amended by the Second Amendment thereto, dated as of June 28, 2011, as further amended by the Third Amendment thereto, dated as of August 3, 2012, as further amended by the Fourth Amendment thereto, dated as of June 28, 2013, as further amended by the Fifth Amendment thereto, dated as of July 22, 2013, as further amended by the Sixth Amendment thereto, dated as of September 9, 2013, as further amended by the Seventh Amendment thereto, dated as of January 7, 2014 (as so amended, the “Partnership Agreement”). Capitalized terms used and not defined shall have the meanings set forth in the Partnership Agreement.

WHEREAS, pursuant to Section 2.02 of the Partnership Agreement, the General Partner, acting in its sole and absolute discretion without the consent of any Limited Partners, may change the name of the Partnership.

WHEREAS, pursuant to Section 11.01 of the Partnership Agreement, the General Partner, without the consent of the Limited Partners, may amend the Partnership Agreement to change the address of the Partnership’s principal office.

WHEREAS, on October 24, 2014 the General Partner, pursuant to the authority given in Section 2.02 of the Agreement, changed the Partnership’s name to Landmark Apartment Trust Holdings, LP, and changed the address of the Partnership’s principal office by filing a Certificate of Amendment of Certificate of Limited Partnership with the State Corporation Commission of the Commonwealth of Virginia.

WHEREAS, the General Partner desires to amend the Partnership Agreement as provided herein.

WHEREAS, the Partnership Agreement, as amended by this Amendment, shall be binding upon all Persons now or at any time hereafter who are Partners.

NOW, THEREFORE, BE IT RESOLVED, that the General Partner hereby amends the Partnership Agreement as follows:

1.  Name. Section 2.02 of the Partnership Agreement is hereby deleted and replaced in its entirety with the following:

“Section 2.02 Name. The name of the Partnership shall be Landmark Apartment Trust Holdings, LP. The Partnership’s business may be conducted under any other name or names deemed advisable by the General Partner, including the name of the General Partner or any Affiliate thereof. The words “Limited Partnership,” “L.P.,” “Ltd.” or similar words or letters shall be included in the Partnership’s name where necessary for the purposes of complying with the laws of any jurisdiction that so requires. The General Partner, in its sole and absolute discretion, may change the name of the Partnership at any time and from to time to time shall notify the Limited Partners of such change in the next regular communication to the Limited Partners.”

2. Principal Office. Section 2.03 of the Partnership Agreement is hereby deleted and replaced in its entirety with the following:

“Section 2.03 Registered Office and Agent; Principal Office. The name and address of the Partnership’s registered agent in the Commonwealth of Virginia is CT Corporation System, 4701 Cox Road, Suite 285, Glen Allen, Virginia 23060. The registered agent and the registered office may be changed by the General Partner from time to time in accordance with applicable law. The principal office of the Partnership is 3505 E. Frontage Road, Ste. 150, Tampa, Florida 33607, or such other place as the General Partner may from time to time designate, in its sole and absolute discretion, by notice to the Limited Partners. The Partnership may maintain offices at such other place or places within or outside the Commonwealth of Virginia as the General Partner deems advisable.

3. Effect. Except as modified herein, all terms and conditions of the Partnership Agreement shall remain in full force and effect.

4. Invalidity of Provisions. If any provision of this Amendment is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions concerned herein shall not be affected thereby.

5. Entire Agreement; Governing Law. The Partnership Agreement, as amended by this Amendment, contains the entire understanding and agreement among the Partners with respect to the subject matter hereof and supersedes any other prior written or oral understandings or agreement among them with respect thereto. This Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia.

[Signature on the Following Page.]

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IN WITNESS WHEREOF, the undersigned has executed this Eighth Amendment to the Agreement of Limited Partnership, as amended, as of the date first set forth above.

GENERAL PARTNER: LANDMARK APARTMENT TRUST, INC., a Maryland corporation
By:	/s/ Stanley J. Olander, Jr.
	Name:	Stanley J. Olander, Jr.
	Title:	Chief Executive Officer

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