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): April 18, 2018

KBS LEGACY PARTNERS APARTMENT REIT, INC.

(Exact Name of Registrant as Specified in Its Charter)

______________________________________________________

Maryland	000-54673	27-0668930
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

800 Newport Center Drive, Suite 700

Newport Beach, California 92660

(Address of principal executive offices)

Registrant’s telephone number, including area code: (949) 417-6500

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:

¨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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS

On April 18, 2018, KBS Legacy Partners Apartment REIT, Inc. (the “Company”) filed articles of dissolution (the “Articles of Dissolution”) with the State Department of Assessments and Taxation of Maryland (the “SDAT”) pursuant to the Company’s plan of complete liquidation and dissolution (the “Plan of Liquidation”). The Plan of Liquidation was approved by the Company’s board of directors on August 14, 2017, subject to stockholder approval, and was approved by the Company’s stockholders on December 19, 2017. The Articles of Dissolution became effective upon their acceptance for record by the SDAT on April 18, 2018 (the “Effective Date”). As of the Effective Date, the Company directed its transfer agent to close the Company’s stock transfer books and at such time cease recording stock transfers except by will, intestate succession or operation of law. The right of a holder of record of the Company’s common stock to receive distributions in accordance with the Plan of Liquidation and Maryland General Corporation Law, is not affected by the filing of the Articles of Dissolution. For additional information regarding the Company’s dissolution, please see the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 22, 2017, and the Plan of Liquidation attached thereto as Annex A.

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

The disclosure set forth above under Item 3.03 with respect to the filing of the Articles of Dissolution is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Ex.	Description
3.1	Articles of Dissolution, as filed by KBS Legacy Partners Apartment REIT, Inc. with the State Department of Assessments and Taxation of Maryland on April 18, 2018

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.

	KBS LEGACY PARTNERS APARTMENT REIT, INC.
Dated: April 18, 2018	BY:	/s/ JEFFREY K. WALDVOGEL
		Jeffrey K. Waldvogel
		Chief Financial Officer

EX-3.1

Exhibit 3.1

KBS LEGACY PARTNERS APARTMENT REIT, INC.

ARTICLES OF DISSOLUTION

KBS Legacy Partners Apartment REIT, Inc., a Maryland corporation (hereinafter called the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: The name of the Company is as set forth above, and the address of the principal office of the Company in the State of Maryland is c/o Registered Agent Solutions, Inc., 836 Park Avenue, Unit B 2^nd Floor, Baltimore, Maryland 21201.

SECOND: The name and address of the resident agent of the Company in the State of Maryland, who shall serve for one year after dissolution and thereafter until the affairs of the Company are wound up, are: Registered Agent Solutions, Inc., 836 Park Avenue, Unit B 2nd Floor, Baltimore, Maryland 21201.

THIRD: The name and address of each director of the Company are as follows:

Name	Address
W. Dean Henry	800 Newport Center Drive Suite 700 Newport Beach, California 92660
Peter M. Bren	800 Newport Center Drive Suite 700 Newport Beach, California 92660
Gary T. Kachadurian	800 Newport Center Drive Suite 700 Newport Beach, California 92660
Michael L. Meyer	800 Newport Center Drive Suite 700 Newport Beach, California 92660
Ronald E. Zuzack	800 Newport Center Drive Suite 700 Newport Beach, California 92660

FOURTH: The name, title and address of each officer of the Company are as follows:

Name	Title	Address
W. Dean Henry	Chairman of the Board and Chief Executive Officer	800 Newport Center Drive Suite 700 Newport Beach, California 92660
Peter M. Bren	President	800 Newport Center Drive Suite 700 Newport Beach, California 92660
Peter McMillan III	Executive Vice President	800 Newport Center Drive Suite 700 Newport Beach, California 92660
Guy K. Hays	Executive Vice President	800 Newport Center Drive Suite 700 Newport Beach, California 92660
Jeffrey K. Waldvogel	Chief Financial Officer, Treasurer and Secretary	800 Newport Center Drive Suite 700 Newport Beach, California 92660
Stacie K. Yamane	Chief Accounting Officer and Assistant Secretary	800 Newport Center Drive Suite 700 Newport Beach, California 92660

FIFTH: The dissolution of the Company has been approved in the manner and by the vote required by law and the charter of the Company, as follows:

(a)    The Board of Directors of the Company, at a duly held meeting, adopted resolutions, among other related items (i) approving the sale of all of the Company’s assets and the Company’s dissolution pursuant to the Company’s Plan of Complete Liquidation and Dissolution (the “Plan of Liquidation”), pending the approval of the Company’s stockholders; (ii) determining that the terms and conditions of the Plan of Liquidation are fair to the Company’s stockholders, advisable and in best interest of the Company’s stockholders; (iii) approving the Plan of Liquidation; and (iv) directing that the Plan of Liquidation, the sale of all of the Company’s assets and the Company’s dissolution pursuant to the Plan of Liquidation be submitted for consideration by the Company’s stockholders at the Company’s annual meeting of stockholders.

(b)    The stockholders of the Company, at a duly held meeting, approved the sale of all of the Company’s assets and the Company’s dissolution pursuant to the Plan of Liquidation as so by the Board of Directors of the Company.

SIXTH: On March 29, 2018, notice of the approved dissolution of the Company, as required by Section 3-404 of the Maryland General Corporation Law, was mailed to all known creditors of the Company.

SEVENTH: The Company is hereby dissolved.

EIGHTH: The undersigned acknowledges these Articles of Dissolution to be the corporate act of the Company and as to all matters or facts required to be verified under oath, the undersigned 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.

[Signatures on following page.]

IN WITNESS WHEREOF, the Company has caused these Articles of Dissolution to be signed in its name and on its behalf by its Chairman of the Board and Chief Executive Officer and attested by its Chief Financial Officer on this 18 day of April 2018.

ATTEST:	KBS LEGACY PARTNERS APARTMENT REIT, INC.
By: /s/ Jeffrey K. Waldvogel	By: /s/ W. Dean Henry
Name: Jeffrey K. Waldvogel	Name: W. Dean Henry
Title: Chief Financial Officer, Treasurer and Secretary	Title: Chairman of the Board and Chief Executive Officer

CONSENT TO SERVE AS REGISTERED AGENT

April 13, 2018

RE: KBS LEGACY PARTNERS APARTMENT REIT, INC.

I, Registered Agent Solutions, Inc., located at 836 Park Ave., 2nd Floor, Unit B, Baltimore, MD 21201, hereby consent to serve as Registered Agent for the above-referenced entity.

As Registered Agent it will be my responsibility to receive service of process; to forward all state and federal correspondence; and to immediately notify the Office of the Secretary of State in the

event of our resignation, or of any changes in the Registered Office address.

Jaclyn Wright, Assistant Secretary

Name and Title

/s/ Jaclyn Wright

Signature