SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Emery Rodney F

(Last)

(First)

(Middle)

18100 VON KARMAN AVENUE, SUITE 500

(Street)

IRVINE

92612

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Steadfast Income REIT, Inc. [ NONE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/06/2020		D		488,281.25	D	⁽¹⁾	0⁽²⁾	I	By Steadfast Income Advisor, LLC⁽²⁾
Common Stock	03/06/2020		D		22,223	D	⁽¹⁾	0⁽³⁾	I	By Steadfast REIT Investments LLC⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Reflects the disposition of shares of issuer's common stock in connection with the merger (the "Merger") of the issuer with and into SI Subsidiary, LLC, a wholly-owned subsidiary of Steadfast Apartment REIT, Inc. ("STAR"). In the Merger, each share of issuer's common stock, par value $0.01 per share, ("SIR Common Stock"), was converted into the right to receive 0.5934 shares of Common Stock of STAR ("STAR Common Stock"), par value $0.01 per share. Pursuant to the agreement and plan of merger governing the Merger, the parties thereto agreed that the current value of the 0.5934 share of STAR Common Stock to be received per SIR Common Stock is equivalent to $9.399, which is based on STAR's most recently estimated per share net asset value per share of $15.84.

2. In connection with the REIT Merger, Steadfast Income Advisor, LLC (the "Advisor"), which is indirectly majority owned and controlled by the Reporting Person, disposed of 488281.25 shares of SIR Common Stock. As of the date of completion of the REIT Merger, the Reporting Person did not beneficially own any shares of SIR Common Stock. The Reporting Person disclaimed beneficial ownership of the shares of SIR Common Stock that were held by Steadfast Income Advisor, LLC.

3. In connection with the REIT Merger, Steadfast REIT Investments, LLC, which is indirectly majority owned and controlled by the Reporting Person, disposed of 22223.00 shares of SIR Common Stock. As of the date of completion of the REIT Merger, the Reporting Person did not beneficially own any shares of SIR Common Stock. The Reporting Person disclaimed beneficial ownership of the shares of SIR Common Stock that were held by Steadfast REIT Investments, LLC.

Remarks:

	/s/ Ana Marie del Rio as Attorney-In-Fact for Rodney F. Emery	03/06/2020
	** 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 4 (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).
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