0001347523-15-000055.txt : 20151123 0001347523-15-000055.hdr.sgml : 20151123 20151123093657 ACCESSION NUMBER: 0001347523-15-000055 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151120 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20151123 DATE AS OF CHANGE: 20151123 FILER: 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 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52612 FILM NUMBER: 151248503 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 8-K 1 a8-kredemptions.htm 8-K 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): November 20, 2015
 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.)
 
 
4901 Dickens Road, Suite 101 Richmond, Virginia
 
23230
 
 
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (804) 237-1335
Former name or former address, if changed since last report:
 
 
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 3.02 - Unregistered Sales of Equity Securities.
On November 20, 2015, Landmark Apartment Trust, Inc. (the "Company") issued a total of [6,995,876] shares of its common stock, par value $0.01 per share, to certain of the limited partners of Landmark Apartment Trust Holdings, LP (the "Operating Partnership"). The shares of common stock were issued in connection with such limited partners’ redemption of a total of [6,995,876] limited partnership interests in the Operating Partnership pursuant to the terms of the Operating Partnership's limited partnership agreement, as amended. The [6,995,876] shares of common stock delivered to such investors were issued in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D. After giving effect to the foregoing redemptions, the Company had 37,179,240 shares of common stock outstanding.




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.
 
 
November 25, 2015
 
Landmark Apartment Trust, Inc.
 
 
 
 
 
 
 
 
 
By:
 
/s/ Anthony E. Szydlowski
 
 
 
Name:
 
Anthony E. Szydlowski
 
 
 
Title:
 
EVP, General Counsel and Secretary