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 21, 2014

Steadfast Income REIT, Inc.

(Exact Name of Registrant as Specified in Charter)

Maryland	000-54674	27-0351641
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

18100 Von Karman Avenue, Suite 500Irvine, California 92612

(Address of Principal Executive Offices, including Zip Code)

Registrant’s telephone number, including area code: (949) 852-0700

Not applicable

(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 (see General Instruction A.2.):

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

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

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

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

Item 7.01     Regulation FD Disclosure.

On October 21, 2014, Steadfast Income REIT, Inc. (the “Company”) issued a press release and a letter to its stockholders regarding the Company’s engagement of Goldman, Sachs & Co. (“Goldman Sachs”) and the suspension of the Company’s distribution reinvestment plan and its share redemption plan, all of which are further described below under Item 8.01. A copy of the press release and stockholder letter are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference. The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall the information be deemed incorporated by reference, except as shall be expressly set forth by the specific reference in such filing.

Item 8.01.     Other Events.

Engagement of Financial Advisors to Evaluate Strategic Alternatives

On October 21, 2014, the Company announced that it has retained Goldman Sachs as its financial advisor to assist in evaluating strategic alternatives for a potential liquidity event for the Company. There is no set timetable for completion of the board of directors’ review of strategic alternatives and there can be no assurances that the review process will result in any transaction being announced or completed.

Suspension of Distribution Reinvestment Plan

In connection with the Company’s exploration of strategic alternatives, the Company’s board of directors elected to suspend its distribution reinvestment plan. As a result, all distributions paid following the November distribution payment date will be paid in cash and not reinvested in shares of the Company’s common stock. The Company’s board of directors may in the future reinstate the distribution reinvestment plan, although there is no assurance as to if or when this will happen.

Suspension of Share Repurchase Plan

The Company’s board of directors also elected to suspend the Company’s share repurchase plan, effective November 20, 2014. As a result, the Company will not process redemption requests received after such date. The Company’s board of directors may in the future reinstate the share repurchase plan, although there is no assurance as to if or when this will happen.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
99.1	Press Release, dated October 21, 2014
99.2	Letter to stockholders, dated October 21, 2014

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.

		STEADFAST INCOME REIT, INC.
Date:	October 21, 2014	By:	/s/ Kevin J. Keating
			Kevin J. Keating
			Treasurer

EXHIBIT INDEX

Exhibit	Description
99.1	Press Release, dated October 21, 2014
99.2	Letter to stockholders, dated October 21, 2014

EX-99.1

	EXHIBT 99.1
	18100 Von Karman Avenue Suite 500 Irvine, CA 92612

NEWS RELEASE

MEDIA:

Meaghan Repko / Jonathan Keehner

Joele Frank, Wilkinson Brimmer Katcher

212-355-4449

STEADFAST INCOME REIT ANNOUNCES ENGAGEMENT OF

FINANCIAL ADVISOR TO EVALUATE STRATEGIC ALTERNATIVES

Company Concurrently Announces Suspension of

Distribution Reinvestment Plan and Share Repurchase Plan

IRVINE, Calif., Oct. 21, 2014 – Steadfast Income REIT Inc. (Steadfast Income) announced today that its board of directors approved the engagement of Goldman, Sachs & Co. as a financial advisor to analyze and evaluate strategic alternatives to maximize stockholder value. As part of that effort, Steadfast Income also announced the suspension of the company’s distribution reinvestment plan (DRP) for distributions that accrue after October 31, 2014 and the suspension of the company’s share repurchase plan (SRP) effective November 20, 2014.

“The Board is committed to maximizing the total potential return to stockholders,” said Rodney F. Emery, CEO of Steadfast Income REIT. “We believe that with current market conditions, coupled with the size and composition of our apartment portfolio, the company may be advantageously positioned to execute on a liquidity opportunity for our stockholders in the near future.”

After launching its initial public offering in July 2010, Steadfast Income concluded its sales of shares of common stock in its primary offering on December 20, 2013. Today the Steadfast Income portfolio has grown to include 65 apartment communities in 11 Midwestern and Southern states purchased for approximately $1.6 billion.

(more)

2-2-2 Steadfast Income REIT Announces Engagement of Financial Advisor

Steadfast Income has not made a decision to pursue any specific liquidity alternative. There is no set timetable for completion of the board of directors’ review of strategic alternatives and there can be no assurances that the review process will result in any transaction being announced or completed. Steadfast Income does not plan to provide updates or make any further comment on the review process unless and until such time as the board of directors has approved a specific action or otherwise has determined that further disclosure is appropriate.

About Steadfast Income REIT

Steadfast Income is a public, non-listed real estate investment trust that operates a diverse portfolio of real estate investments focused primarily on the multifamily sector, including stable, income-producing and value-added properties. Steadfast Income is sponsored by Steadfast REIT Investments, LLC, an affiliate of Steadfast Companies, an Orange County, Calif.-based group of affiliated real estate investment companies that acquire, develop and manage real estate in the U.S. and Mexico.

This release contains certain forward-looking statements. Because such statements include risks, uncertainties and contingencies, actual results may differ materially from those expressed or implied by such forward-looking statements and you should not place undue reliance on any such statements. A number of important factors could cause actual results to differ materially from the forward-looking statements contained in this release. Such factors include those described in the Risk Factors sections of Steadfast Income REIT, Inc.’s annual report on Form 10-K and other reports filed with the Securities and Exchange Commission. Forward-looking statements in this document speak only as of the date on which such statements were made, and the company undertakes no obligation to update any such statements that may become untrue because of subsequent events. Such forward-looking statements are subject to the safe harbor protection for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES.

###

EX-99.2

EXHIBIT 99.2

October 21, 2014

Dear Fellow Stockholder:

We are writing this letter to inform you of important events related to your investment in Steadfast Income REIT, Inc. (referred to herein as “Steadfast,” the “company,” “we,” “our” or “us”).

Engagement of Financial Advisor

On October 21, 2014, we announced that our board of directors (the “Board”) had approved the engagement of Goldman, Sachs & Co., a globally recognized financial advisor, to assist the Board in exploring strategic alternatives to maximize stockholder value. The Board and management believe that current market conditions, coupled with the size and composition of Steadfast’s apartment portfolio, may prove advantageous for providing a liquidity opportunity for stockholders. However, as disclosed in Steadfast’s prospectus for the public offering in which you purchased your shares of common stock, the Board is under no obligation to complete a liquidity event at any date and will only pursue a liquidity event if, after consideration of all opportunities, the Board has determined completing such a transaction is in the best interests of the stockholders.

In connection with the engagement of a financial advisor and in accordance with industry practice, the Board has determined that it is appropriate to suspend the company’s distribution reinvestment plan (“DRIP”) and share repurchase plan (“SRP”) as described in more detail below.

Distribution Reinvestment Plan

Steadfast’s DRIP is being suspended with respect to distributions that accrue after October 31, 2014. All stockholders will continue to receive their full distributions, which will subsequently be paid in cash as opposed to additional shares of common stock for DRIP participants.

How this change will be implemented:

• October distributions, which are payable on the first business day of November, will be processed according to current account elections.

• November distributions, which are payable on the first business day of December, will be paid in cash to all stockholders.

• If you are astockholder who is not currently enrolled in the DRIP (i.e., you receive a monthly cash payment via check or electronic deposit), nothing will change.

• If you are astockholder who is currently enrolled in the DRIP (i.e., your monthly distribution is currently used to automatically purchase additional shares of common stock), you will now receive your monthly distribution in cash per the following guidelines:

• For non-retirement/custodial account holders, your distributions will be directed to your custodial account;

• For retirement/custodial account holders, your distributions will be forwarded to your custodial account and continue to benefit from the qualified tax exemption; and

• For non-retirement/non-custodial account holders, your distributions will be mailed in the form of a check to your address of record, which coincides with the address where you have received this letter.

We encourage you to consult with your financial professional should you wish to explore alternate strategies for the payment of your cash distribution.

If you would like to take this opportunity to update your address of record or other information with respect to receiving your cash distributions, we have enclosed an Account Update Form that can be filled out and returned to Steadfast.

Share Repurchase Plan

Our share repurchase plan is also being suspended effective as of November 20, 2014 and no repurchase requests submitted by stockholders after such date will be fulfilled. All share repurchase requests that were received from stockholders and determined to be in good order prior to November 20, 2014 will be processed in accordance with the terms, conditions and limitations of the SRP.

Although both the DRIP and SRP have been suspended, the Board could choose to reinstate either or both of these programs in the future, if it deems it to be in the best interest of stockholders. However, there is no assurance as to if or when this will happen.

While Steadfast is actively exploring its strategic alternatives, we cannot provide any further information at this time regarding the status, prospects, or timing of any possible liquidity options. Market factors can change over time, and the Board will make its ultimate decision based on then-prevailing market conditions and in consideration of the best interests of stockholders.

We do not plan to provide updates or make any further comment on the review process unless and until such time as the board has approved a specific action or otherwise has determined that further disclosure is appropriate.

Thank you for your investment in Steadfast Income REIT and your continued support as we continue our efforts to maximize stockholder value. Should you have any questions, please feel free to contact our Investor Services department at (888) 223-9951.

Sincerely,

Rodney F. Emery

Chairman and CEO                        

Steadfast Income REIT

Forward Looking Statements

This letter contains forward-looking statements relating to the business and financial outlook of Steadfast Income REIT, Inc. that are based on our current expectations, estimates, forecasts and projections and are not guarantees of future performance. Actual results may differ materially from those expressed in these forward-looking statements, and you should not place undue reliance on any such statements. A number of important factors could cause actual results to differ materially from the forward-looking statements contained in this letter. Forward-looking statements in this document speak only as of the date on which such statements were made, and we undertake no obligation to update any such statements that may become untrue because of subsequent events. We claim the safe harbor protection for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.