SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

_______________________

Amendment No. 1

to

SCHEDULE TO

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

___________________

LANDMARK APARTMENT TRUST, INC.

(Name of Subject Company)

MACKENZIE REALTY CAPITAL, INC.

AND MACKENZIE CAPITAL MANAGEMENT, LP

(Bidders)

SHARES OF COMMON STOCK

(Title of Class of Securities)

None or unknown

(CUSIP Number of Class of Securities)

_______________________

	Copy to:
Christine Simpson	Chip Patterson, Esq.
MacKenzie Capital Management, LP	MacKenzie Capital Management, LP
1640 School Street	1640 School Street
Moraga, California  94556	Moraga, California  94556
(925) 631-9100 ext. 1024	(925) 631-9100 ext. 1006

(Name, Address, and Telephone Number of

Person Authorized to Receive Notices and

Communications on Behalf of Bidder)

Calculation of Filing Fee

		Transaction	Amount of
		Valuation*	Filing Fee
		$9,100,000	$916.37
*	For purposes of calculating the filing fee only.  Assumes the purchase of 1,300,000 Units at a purchase price equal to $7.00 per Unit in cash.
[X ]	Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	Amount Previously Paid: $667.64
	Form or Registration Number: SC TO-T
	Filing Party: MacKenzie Realty Capital, Inc.
	Date Filed: October 15, 2015
[ ]	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
	Check the appropriate boxes below to designate any transactions to which the statement relates:
[X]	third party tender offer subject to Rule 14d-1.
[ ]	issuer tender offer subject to Rule 13e-4.
[ ]	going private transaction subject to Rule 13e-3
[ ]	amendment to Schedule 13D under Rule 13d-2
	Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ]
	If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
[ ]	Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
[ ]	Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

AMENDMENT NO. 1 TO TENDER OFFER

This Amendment No. 1 to the Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by: MacKenzie Realty Capital, Inc.  (collectively the "Purchasers") to purchase up to 1,300,000 shares of common stock (the "Shares") in Landmark Apartment Trust, Inc. (the "Corporation"), the subject company.  This Amendment increases the purchase price to $7.00 per Share and extends the Expiration Date to December 11, 2015, upon the terms and subject to the conditions set forth in the Offer to Purchase (the "Offer to Purchase") dated October 15, 2015 (the "Offer Date") and the related Assignment Form as amended hereby.  Any dividends paid after December 11, 2015, or such other date to which this Offer may be extended (the "Expiration Date"), by the terms of the Offer and as set forth in the Assignment Form, would be assigned by tendering Shareholders to the Purchasers.  MacKenzie Capital Management, LP is named as a bidder herein because it is deemed to control the Purchasers, but is otherwise not participating in the offer described in this schedule.

Other than increasing the Offer Price and extending the Expiration Date, no other terms of the Offer are changed.

Item 12.Exhibits.

(a)(1)	Offer to Purchase dated October 15, 2015*
(a)(2)	Assignment Form*
(a)(3) (a)(4) (a)(5)	Form of Letter to Shareholders dated October 15, 2015* Amended Assignment Form Announcement of Amendment Letter dated November 17, 2015
(a)(6) *	Announcement of Extension Previously filed on October 15, 2015

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:November 18, 2015

MacKenzie Realty Capital, Inc.

By: /s/ Chip Patterson

Chip Patterson, Secretary

EX-99.(A)(4)

Assignment Form

Please complete this form and send it back to us in the pre-addressed envelope.

· YOU NEED TO OBTAIN a Medallion Signature Guarantee at your local bank or broker.

If you have any questions, please call us at (925) 631-9100.  Please return to 1640 School Street, Moraga CA 94556.

1. Complete or Correct Name and Address Information if Necessary

Landmark Apartment Trust, Inc. Purchase Offer   Name:   Address:   City, State, ZIP:   Quantity Owned: Price:$7.00/Share Offer Expires:December 11, 2015    

2. List the number of Shares you are selling:  ☐ All or ☐(Quantity)   ☐ SELL ALL OR NONE (check this box if you wish to sell your Shares ONLY if ALL your Shares will be purchased). (default = all shares owned)

3. Fill out where applicable, signing to indicate your agreement to the terms of the Offer and the terms on the reverse side of this form.

Owner & Custodian Information		Medallion (office use)
Owner*      Name: _________________________________      Signature: ______________________________      Social Security #: ________________________      Email Address: __________________________      Phone Number: __________________________	Date _______	(Obtain a Medallion Guarantee Stamp here from your bank or broker)
Co-Owner(s) (if applicable)      Name(s): _______________________________      Signature(s): ____________________________	Date _______
		(Your Custodian will place a Medallion Guarantee Stamp here if this is an IRA or other custodial account or this can be used for a co-owner Medallion)
Custodian (if applicable; MacKenzie will obtain)      Name: _________________________________      Signature: ______________________________      IRA or Tax #: ____________________________      Phone Number: __________________________	Date _______

* If signature is by trustee(s), executor(s), administrator(s), guardian(s), attorney(s) in fact, agent(s), officer(s), or a corporation or another acting in a fiduciary or representing capacity, please provide the following information:

Name: ____________________________ Capacity: _________________________

4. If any of the following applies, please provide the appropriate documents.

· Name changes: Certified copy of Marriage Certificate or proof of name change from the court.

· Power of Attorney: Copy of Power of Attorney document.

· Estates: Certified Copies of Death Certificate and appropriate Court Documents (no older than 45 days).

· Corporations: Copy of Corporate Resolution naming the Authorized Signature, with a seal if applicable.

5. If you have any other REITs or Limited Partnerships you want to sell, please list them here and we will contact you.  _______________________________________________________

THE OFFER, WITHDRAWAL RIGHTS, AND PRORATION PERIOD WILL EXPIRE AT 11:59 P.M., PACIFIC TIME, ON DECEMBER 11, 2015 (THE "EXPIRATION DATE") UNLESS EXTENDED.

R19038

Landmark Apartment Trust, Inc. Assignment Form

To participate in the Offer, a duly executed copy of this Assignment Form and any other documents required by this Assignment Form must be received by the Depositary on or prior to the Expiration Date.  Delivery of this Assignment Form or any other required documents to an address other than as set forth above does not constitute valid delivery. The method of delivery of all documents is at the election and risk of the tendering Shareholder.  This Assignment Form is to be completed by holders of Shares in Landmark Apartment Trust, Inc. (the "Corporation"), pursuant to the procedures set forth in the Offer to Purchase (as defined below). Capitalized terms used herein have the meanings in the Offer.

The undersigned hereby tenders to MacKenzie Realty Capital, Inc. (collectively the "Purchasers") all of the Shares of common stock ("Shares") in the Corporation held by the undersigned as set forth above (or, if less than all such Shares, the number set forth on the reverse above the signature box), at a purchase price equal to $7.00 per Share, upon the other terms and subject to the conditions set forth in the Offer to Purchase, dated October 15, 2015 (the "Offer to Purchase") and in this Assignment Form, as each may be supplemented or amended from time to time (which together constitute the "Offer").  Receipt of the Offer to Purchase is hereby acknowledged.  Subject to and effective upon acceptance for payment of any of the Shares tendered hereby, the undersigned sells, assigns, and transfers to, Purchasers all right, title, and interest in and to such Shares which are purchased pursuant to the Offer. The undersigned hereby irrevocably constitutes and appoints the Purchasers as the true and lawful agent and attorney-in-fact and proxy of the undersigned with respect to such Shares, with full power of substitution (such power of attorney and proxy being deemed to be an irrevocable power and proxy coupled with an interest), to deliver such Shares and transfer ownership of such Shares, on the books of the Corporation, together with all accompanying evidences of transfer and authenticity, to the Purchasers and, upon acceptance of the tender of such Shares by the Purchasers, to exercise all voting rights and to receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares all in accordance with the terms of the Offer.  Upon the purchase of Shares pursuant to the Offer, all prior proxies and consents given by the undersigned with respect to such Shares will be revoked and no subsequent proxies or consents may be given (and if given will not be deemed effective).  In addition, by executing this Assignment Form, the undersigned assigns to the Purchasers all of the undersigned's rights to receive dividends from the Corporation with respect to Shares which are purchased pursuant to the Offer, other than dividends paid through the Expiration Date, and all proceeds that are paid after the Expiration Date from or as a result of any claim, litigation, class or derivative action brought by or for the benefit of the shareholders with respect to the transferred Shares, regardless of when the claims brought pursuant to such action accrued.  Upon request, the Seller will execute and deliver, and irrevocably directs any custodian to execute and deliver, any additional documents deemed by the Purchaser to be necessary or desirable to complete the assignment, transfer, and purchase of such Shares, including obtaining a Medallion Signature Guarantee if necessary (which may be required for transfer; the lack thereof does not affect the validity of this contract between Seller and Purchaser).

The undersigned hereby represents and warrants that the undersigned owns the Shares tendered hereby and has full power and authority to validly tender, sell, assign, and transfer the Shares tendered hereby, and that when any such Shares are purchased by the Purchasers, the Purchasers will acquire good, marketable, and unencumbered title thereto, free and clear of all liens, restrictions, charges, encumbrances, conditional sales agreements, or other obligations relating to the sale or transfer thereof, and such Shares will not be subject to any adverse claim.  Upon request, the undersigned will execute and deliver any additional documents deemed by the Purchasers to be necessary or desirable to complete the assignment, transfer, and purchase of Shares tendered hereby. The undersigned understands that a tender of Shares to the Purchasers will constitute a binding agreement between the undersigned and the Purchasers upon the terms and subject to the conditions of the Offer. The undersigned recognizes the right of the Purchasers to effect a change of dividend address to MacKenzie Capital Management, LP at 1640 School Street, Moraga, California, 94556. The undersigned recognizes that under certain circumstances set forth in the Offer to Purchase, the Purchasers may not be required to accept for payment any of the Shares tendered hereby. In such event, the undersigned understands that any Assignment Form for Shares not accepted by Purchasers will be destroyed by the Purchasers.  All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.  Except as stated in the Offer to Purchase, this tender is irrevocable.

Arbitration Agreement: Purchaser and Seller agree that any dispute, claim, or controversy arising out of or related to this agreement or a purchase of Shares shall be resolved by binding arbitration in San Francisco, California before a retired judge.  The arbitration shall be administered by JAMS pursuant to its Arbitration Rules and Procedures ("Rules").  If one party fails to respond within twenty days after the other party mails a written list of arbitrators by either agreeing to one of the proposed arbitrators or suggesting three or more alternate arbitrators, the proposing party may select the arbitrator from among its initial list and JAMS shall then appoint that arbitrator to preside over the arbitration.  If the parties are unable to agree on an arbitrator, the parties shall select an arbitrator pursuant to the Rules.   Where reasonable, the arbitrator shall schedule the arbitration hearing within four months after being appointed.  The arbitrator must render a decision in writing, explaining the legal and factual basis for decision as to each of the principal controverted issues.  The arbitrator's decision will be final and binding upon the parties.  A judgment upon any award may be entered in a court of competent jurisdiction. Each party shall be responsible for advancing one-half of the costs of arbitration, including all JAMS fees; provided that, in the award, the prevailing party shall be entitled to recover all of its costs and expenses, including reasonable attorneys' fees and costs, arbitrator fees, JAMS fees and costs, and any attorneys' fees and costs incurred in compelling arbitration.  The parties are not waiving, and expressly reserve, any rights they may have under federal securities laws, rules, and regulations.  This agreement will be interpreted, construed, and governed according to federal securities laws and the laws of the State of California; provided that all matters relating to arbitration shall be governed by the Federal Arbitration Act (9 U.S.C. Sections 1 et seq.).  If both parties waive their right to arbitrate, then any dispute or claim arising out of or related to this agreement will be subject to the exclusive jurisdiction of Contra Costa County Superior Court for the State of California.  In any such action, Purchaser and Seller expressly submit and consent to the exclusive jurisdiction of Contra Costa County Superior Court and waive all defenses to jurisdiction and venue.

EX-99.(A)(5)

November 17, 2015

RE: Higher Offer for Landmark and Extended Time to respond

Dear Investor,

Good news!  We have increased our offer to purchase shares of Landmark Apartment Trust, Inc. to $7.00 per Share. We are also extending the Expiration Date to December 11, 2015.

Why take advantage of this opportunity today?

· Our offer is now 58% higher!  We have increased our offer by 58%. Landmark has agreed to merge in exchange for $8.17 per Share.  The merger is subject to normal contingencies and shareholder approval, and is expected to close next year.

· Guarantee your cash now. Landmark has announced a potential merger transaction, but it is subject to normal contingencies and shareholder votes, and won't close until the First Quarter 2016 at the earliest.

· Let MacKenzie take the risk of the merger closing. There is always a risk that a merger won't close.  Cash out now, close out this investment this year, and eliminate the risk that the merger does not close as expected.

If you act today, you can get your cash now. We will mail your check within three business days after Landmark confirms the transfer. If you have any questions, please call us at (925) 631-9100, fax us at (925) 631-9119, or email us at offers@mackenziecapital.com.  If you already returned an assignment form, you do not need to do anything, you will receive the higher amount.

Sincerely,

Pat Patterson

Chairman

P.S. Remember, this offer expires December 11, 2015 (unless extended). So don't delay. Fill out and mail in the Landmark Assignment Form today so we can transfer the Shares and rush you a check.

EX-99.(A)(6)

FOR IMMEDIATE RELEASE

MacKenzie Realty Capital announces an extension of and amendment to the tender offer for Landmark Apartment Trust, Inc.

Moraga, Calif. (Market Wire)—November 17, 2015—MacKenzie Realty Capital has increased the price it is paying for Shares of Landmark Apartment Trust, Inc. ("Landmark") to $7.00 per Share, and has extended the expiration date with respect to their tender offer through December 11, 2015.  

As of the date hereof, 14,377.519 Shares have been tendered by Shareholders and not withdrawn.  No other Shares have been tendered to date.

Shareholders should read the Offer to Purchase and the related materials carefully because they contain important information. Shareholders may obtain a free copy of the Tender Offer Statement on Schedule TO, the Offer to Purchase, the Letter to Shareholders, the Assignment Form, and other documents that the company has filed with the U.S. Securities and Exchange Commission at the commission's website at www.sec.gov.  Shareholders also may obtain a copy of these documents, without charge, from our website at www.mackenziecapital.com (click on Tenders), or by calling toll free at 800-854-8357.

Contact: Christine Simpson, 800-854-8357 x. 1024

MacKenzie Capital Management, LP

1640 School Street

Moraga, California 94556