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):

March 29, 2016

Steadfast Apartment REIT, Inc.

(Exact Name of Registrant as Specified in Charter)

Maryland	000-55428	36-4769184
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

18100 Von Karman Avenue, Suite 500

Irvine, 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 2.02    Results of Operations and Financial Condition.

On March 29, 2016, Steadfast Apartment REIT, Inc. (the “Company”) issued an earnings release announcing its financial results for the year ended December 31, 2015. A copy of the earnings release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 2.02, including the related information set forth in the earnings release attached hereto as Exhibit 99.1, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by the specific reference in such filing.

Item 8.01 Other Events.

Acquisition of Fielder’s Creek Apartments

On March 23, 2016, the Company, through STAR Fielders Creek, LLC (“STAR Fielders Creek”), an indirect, wholly-owned subsidiary of the Company, acquired from a third-party seller a fee simple interest in a 217-unit multifamily residential community located in Englewood, Colorado, commonly known as Fielder’s Creek Apartments (the “Fielder’s Creek Property”). STAR Fielders Creek acquired the Fielder’s Creek Property for an aggregate purchase price of $32,400,000, excluding closing costs. STAR Fielders Creek funded the payment of the purchase price for the Fielder’s Creek Property with proceeds from the Company’s public offering.

Determination of the Company’s Estimated Value Per Share

On March 24, 2016, the Company’s board of directors determined an estimated value per share of its common stock of $14.46 as of December 31, 2015 (the “Estimated Value”). The Estimated Value was determined by the Company’s board of directors after independent third-party valuation firms conducted valuation analyses on the Company’s property portfolio plus cash and other assets less liabilities, divided by the number of shares of outstanding common stock, all as of December 31, 2015. For more information on the determination of the Estimated Value, see the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 29, 2016.

Termination of the Company’s Public Offering

On March 24, 2016, the Company terminated its public offering (the “Public Offering”) of $1,100,000,000 in shares of common stock, $1,000,000,000 of which was being offered to the public in the Company’s primary offering, and $100,000,000 of which was being offered pursuant to the Company’s distribution reinvestment plan. As of March 23, 2016, the Company had received and accepted investors’ subscriptions for and issued 46,327,459 shares of the Company’s common stock in the Public Offering, resulting in gross offering proceeds of $690,909,484. The Company continues to offer shares pursuant to its distribution reinvestment plan; effective May 1, 2016, the price for shares issued pursuant to the Company’s distribution reinvestment plan will increase to $14.46 per share based on the Estimated Value discussed above.

On March 29, 2016, the Company distributed a press release announcing the completion of the acquisition of the Fielder’s Creek Property. The Company also issued a separate press release announcing the determination of the Company’s Estimated Value and the termination of the Public Offering. The full text of the press releases are attached as Exhibits 99.2 and 99.3 to this Current Report on Form 8-K and are incorporated by reference into this Item 8.01.

The information furnished under Item 8.01 of this Current Report on Form 8-K, including Exhibits 99.2 and 99.3, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filings under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibits	Description
99.1	Earnings Release, dated March 29, 2016
99.2	Press Release regarding the Acquisition of the Fielder’s Creek Property, dated March 29, 2016
99.3	Press Release regarding the Determination of the Estimated Value Per Share and the Termination of the Offering, dated March 29, 2016

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 APARTMENT REIT, INC.
Date:	March 29, 2016	By:	/s/ Kevin Keating
			Kevin Keating
			Treasurer

EXHIBIT INDEX

Exhibits	Description
99.1	Earnings Release, dated March 29, 2016
99.2	Press Release regarding the Acquisition of the Fielder’s Creek Property, dated March 29, 2016
99.3	Press Release regarding the Determination of the Estimated Value Per Share and the Termination of the Offering, dated March 29, 2016

EX-99.1

	EXHIBIT 99.1
	18100 Von Karman Avenue Suite 500 Irvine, CA 92612 949.852.0700

NEWS RELEASE

Contact: Jennifer Franklin

Phone: 949.333.1721

Email: jfranklin@steadfastcmg.com

STEADFAST APARTMENT REIT, INC. ANNOUNCES

RESULTS FOR THE YEAR ENDED DECEMBER 31, 2015

Irvine, Calif., March 29, 2016 — Steadfast Apartment REIT, Inc. (the “Company”) announced today its operating results for the year ended December 31, 2015.

For the year ended December 31, 2015, the Company had total revenues of $68.4 million compared to $7.3 million for the year ended December 31, 2014. Net loss was $50.7 million for the year ended December 31, 2015 compared to $11.8 million for year ended December 31, 2014. Total assets of the Company grew from $306.5 million at December 31, 2014 to $1.3 billion at December 31, 2015.

Highlights:

The Company:

• Increased modified funds from operations (“MFFO”), as defined by the Investment Program Association, to $17.5 million for the year endedDecember 31, 2015 from MFFO of $1.0 million for the year endedDecember 31, 2014. (See the reconciliation of MFFO to net loss and accompanying notes contained within this release for additional information on how the Company calculates MFFO.)

• Increased net operating income (“NOI”) to $38.1 million for the year endedDecember 31, 2015 from $4.2 million for the year endedDecember 31, 2014. (See the reconciliation of NOI to net loss and accompanying notes contained within this release for additional information on how the Company calculates NOI.)

• Acquired 23 multifamily properties with a total of 7,363 apartment homes for an aggregate purchase price of $960.6 million during the year ended December 31, 2015.

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• Increased its multifamily property portfolio as of December 31, 2015 to 30 properties with 9,858 apartment homes and an aggregate purchase price of $1.2 billion from seven properties with 2,495 apartment homes and an aggregate purchase price of $274.6 million as of December 31, 2014.

• Had $787.9 million of variable rate debt with a weighted average interest rate of 2.52% and $68.3 million of fixed rate debt with a weighted average interest rate of 4.51% as of December 31, 2015. The weighted average interest rate on the Company's total outstanding debt as of December 31, 2015 was 2.68%.

• Reported net cash used in operating activities of $3.3 million for the year endedDecember 31, 2015 compared to net cash used in operating activities of $3.9 million for the year ended December 31, 2014. Net cash used in investing activities was $911.0 million for the year endedDecember 31, 2015 compared to $277.8 million for the year ended December 31, 2014.

• Reported net cash provided by financing activities of $917.0 million and $310.1 million for the years endedDecember 31, 2015 and 2014, respectively, which included $8.3 million and $0.9 million of distributions paid, net of $9.3 million and $0.7 million in non-cash distributions paid pursuant to the Company's distribution reinvestment plan, respectively.

• Raised $466.6 million in net proceeds from the sale of 35.5 million shares of common stock in its public offering through December 31, 2015. The Company terminated its public offering on March 24, 2016.

Recent Property Acquisitions:

As announced in March 2016, the Company acquired one additional multifamily property for an aggregate purchase price of $32.4 million resulting in a total of 31 owned properties with 10,075 apartment homes with an aggregate purchase price of approximately $1.3 billion.

"We believe that 2015 was a great year for Steadfast Apartment REIT, Inc. as we acquired 23 apartment communities in cities and neighborhoods in strong local economies," said Ella Neyland, President of the Company. "Steadfast Apartment REIT, Inc. offers well-located, well-maintained, and attractive communities at a moderate monthly rent, which fulfills modern lifestyle trends."

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About Steadfast Apartment REIT

Steadfast Apartment REIT is a real estate investment trust that was formed to acquire and operate a diverse portfolio of well-positioned, institutional-quality apartment communities in targeted markets throughout the United States that have demonstrated high occupancy and income levels across market cycles.

Steadfast Apartment REIT is sponsored by Steadfast REIT Investments, LLC, an affiliate of Steadfast Companies, an Orange County, California-based group of affiliated real estate investment and operating companies that acquire, develop and manage real estate in the U.S. and Mexico.

This release contains certain forward-looking statements. Words such as “anticipates”, “expects”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “may” and “should” and their variations identify 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 section of the Annual Report on Form 10-K for Steadfast Apartment REIT, Inc. 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.

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FINANCIAL TABLES, NOTES AND EXHIBITS FOLLOW

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STEADFAST APARTMENT REIT, INC.

CONSOLIDATED BALANCE SHEETS

	December 31, 2015			December 31, 2014
ASSETS
Assets:
Real Estate:
Land	$	130,350,873		$	34,558,732
Building and improvements	1,094,714,957			234,259,502
Tenant origination and absorption costs	12,999,943			5,578,528
Total real estate, cost	1,238,065,773			274,396,762
Less accumulated depreciation and amortization	(31,037,647		)	(4,409,133		)
Total real estate, net	1,207,028,126			269,987,629
Cash and cash equivalents	31,386,377			28,595,826
Restricted cash	13,335,169			2,792,589
Rents and other receivables	4,504,879			2,056,147
Deferred financing costs and other assets, net	7,904,381			3,038,306
Total assets	$	1,264,158,932		$	306,470,497
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Accounts payable and accrued liabilities	$	18,988,582		$	3,386,648
Notes payable:
Mortgage notes payable	669,932,763			196,930,600
Revolving credit facility	186,300,000			—
Total notes payable	856,232,763			196,930,600
Distributions payable	2,563,769			608,904
Due to affiliates	4,407,877			1,499,869
Total liabilities	882,192,991			202,426,021
Commitments and contingencies
Redeemable common stock	9,401,360			660,089
Stockholders’ Equity:
Preferred stock, $0.01 par value per share; 100,000,000 shares authorized, no shares issued and outstanding	—			—
Common stock, $0.01 par value per share; 999,999,000 shares authorized, 35,504,854 and 9,179,536 shares issued and outstanding at December 31, 2015 and December 31, 2014, respectively	355,048			91,795
Convertible stock, $0.01 par value per share; 1,000 shares authorized, issued and outstanding as of December 31, 2015 and December 31, 2014, respectively	10			10
Additional paid-in capital	456,614,453			117,443,760
Cumulative distributions and net losses	(84,404,930		)	(14,151,178		)
Total stockholders’ equity	372,564,581			103,384,387
Total liabilities and stockholders’ equity	$	1,264,158,932		$	306,470,497

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STEADFAST APARTMENT REIT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended December 31,						Period from August 22, 2013 (Inception) to December 31, 2013
	2015			2014
Revenues:
Rental income	$	61,635,315		$	6,651,206		$	—
Tenant reimbursements and other	6,814,438			604,060			—
Total revenues	68,449,753			7,255,266			—
Expenses:
Operating, maintenance and management	18,480,708			1,793,769			—
Real estate taxes and insurance	9,337,432			1,011,078			—
Fees to affiliates	26,301,919			5,678,614			—
Depreciation and amortization	42,438,760			5,316,510			—
Interest expense	13,275,604			1,589,848			—
General and administrative expenses	2,739,688			1,670,171			86,644
Acquisition costs	6,569,766			2,035,731			—
Total expenses	119,143,877			19,095,721			86,644
Net loss	$	(50,694,124	)	$	(11,840,455	)	$	(86,644	)
Loss per common share — basic and diluted	$	(2.33	)	$	(4.74	)	$	(7.06	)
Weighted average number of common shares outstanding — basic and diluted	21,753,832			2,495,771			12,273

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Steadfast Apartment REIT, Inc.

Non-GAAP Measures - FFO and MFFO Reconciliation

For the Years EndedDecember 31, 2015 and 2014

Due to certain unique operating characteristics of real estate companies, as discussed below, the National Association of Real Estate Investment Trusts ("NAREIT"), an industry trade group, has promulgated a measure known as funds from operations ("FFO"), which the Company believes to be an appropriate supplemental measure to reflect the operating performance of a real estate investment trust ("REIT"). The use of FFO is recommended by the REIT industry as a supplemental performance measure. FFO is not equivalent to the Company's net income or loss as determined under GAAP.

The Company defines FFO, a non-GAAP financial measure, consistent with the standards established by the White Paper on FFO approved by the Board of Governors of NAREIT, as revised in February 2004 (the “White Paper”). The White Paper defines FFO as net income or loss computed in accordance with GAAP, excluding gains or losses from sales of property and non-cash impairment charges of real estate related investments, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. In particular, the Company believes it is appropriate to disregard impairment charges, as this is a fair value adjustment that is largely based on market fluctuations and assessments regarding general market conditions which can change over time. An asset will only be evaluated for impairment if certain impairment indications exist and if the carrying, or book value, exceeds the total estimated undiscounted future cash flows (including net rental and lease revenues, net proceeds on the sale of the property, and any other ancillary cash flows at a property or group level under GAAP) from such asset. Investors should note, however, that determinations of whether impairment charges have been incurred are based partly on anticipated operating performance, because estimated undiscounted future cash flows from a property, including estimated future net rental and lease revenues, net proceeds on the sale of the property, and certain other ancillary cash flows, are taken into account in determining whether an impairment charge has been incurred. While impairment charges are excluded from the calculation of FFO as described above, investors are cautioned that due to the fact that impairments are based on estimated future undiscounted cash flows and the relatively limited term of the Company's operations, it could be difficult to recover any impairment charges. The Company's FFO calculation complies with NAREIT’s policy described above.

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The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time, especially if such assets are not adequately maintained or repaired and renovated as required by relevant circumstances and/or as requested or required by lessees for operational purposes in order to maintain the value disclosed. The Company believes that since real estate values historically rise and fall with market conditions, including inflation, interest rates, the business cycle, unemployment and consumer spending, presentations of operating results for a REIT using historical accounting for depreciation may be less informative. Historical accounting for real estate involves the use of GAAP. Any other method of accounting for real estate such as the fair value method cannot be construed to be any more accurate or relevant than the comparable methodologies of real estate valuation found in GAAP. Nevertheless, the Company believes that the use of FFO, which excludes the impact of real estate related depreciation and amortization, provides a more complete understanding of its performance to investors and to management, and when compared year over year, reflects the impact on its operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs, which may not be immediately apparent from net income. However, FFO, and modified funds from operations ("MFFO") as described below, should not be construed to be more relevant or accurate than the current GAAP methodology in calculating net income or in its applicability in evaluating the Company's operating performance. The method utilized to evaluate the value and performance of real estate under GAAP should be construed as a more relevant measure of operational performance and considered more prominently than the non-GAAP FFO and MFFO measures and the adjustments to GAAP in calculating FFO and MFFO.

Changes in the accounting and reporting promulgations under GAAP (for acquisition fees and expenses from a capitalization/depreciation model to an expensed-as-incurred model) that were put into effect in 2009 and other changes to GAAP accounting for real estate subsequent to the establishment of NAREIT’s definition of FFO have prompted an increase in cash-settled expenses, specifically acquisition fees and expenses for all industries as items that are expensed under GAAP, that are typically accounted for as operating expenses. The Company's management believes these fees and expenses do not affect the Company's overall long-term operating performance. Publicly registered, non-listed REITs typically have a significant amount of acquisition activity and are substantially more dynamic during their initial years of investment and operation. While other start-up entities may also experience significant acquisition activity during their initial years, the Company believes that public, non-listed REITs, are unique in that they have a limited life with targeted exit strategies within a relatively limited time frame after acquisition activity ceases. The Company's board of directors will determine to pursue a liquidity event when it believes that the then-current market conditions are favorable. However, the board of directors does not anticipate evaluating a liquidity event (i.e., a listing of the Company's common stock on a national exchange, a merger or sale of the Company or

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another similar transaction) until five years after the completion of its offering stage. Thus, as a limited life REIT the Company will not continuously purchase assets and will have a limited life.

Due to the above factors and other unique features of publicly registered, non-listed REITs, the Investment Program Association ("IPA"), an industry trade group, has standardized a measure known as MFFO, which the IPA has recommended as a supplemental measure for publicly registered non-listed REITs and which the Company believes to be another appropriate supplemental measure to reflect the operating performance of a public, non-listed REIT having the characteristics described above. MFFO is not equivalent to net income or loss as determined under GAAP, and MFFO may not be a useful measure of the impact of long-term operating performance on value if the Company does not continue to operate with a limited life and targeted exit strategy, as currently intended. The Company believes that, because MFFO excludes costs that it considers more reflective of investing activities and other non-operating items included in FFO and also excludes acquisition fees and expenses that affect its operations only in periods in which properties are acquired, MFFO can provide, on a going forward basis, an indication of the sustainability (that is, the capacity to continue to be maintained) of its operating performance after the period in which it is acquiring properties and once its portfolio is in place. By providing MFFO, the Company believes it is presenting useful information that assists investors and analysts to better assess the sustainability of its operating performance after its offering has been completed and its properties have been acquired. The Company also believes that MFFO is a recognized measure of sustainable operating performance by the non-listed REIT industry. Further, the Company believes MFFO is useful in comparing the sustainability of its operating performance after its offering and acquisitions are completed with the sustainability of the operating performance of other real estate companies that are not as involved in acquisition activities. Investors are cautioned that MFFO should only be used to assess the sustainability of the Company's operating performance after its offering has been completed and properties have been acquired, as it excludes acquisition costs that have a negative effect on the Company's operating performance during the periods in which properties are acquired.

The Company defines MFFO, a non-GAAP financial measure, consistent with the IPA’s Guideline 2010-01, Supplemental Performance Measure for Publicly Registered, Non-Listed REITs: Modified Funds from Operations (the Practice Guideline), issued by the IPA in November 2010. The Practice Guideline defines MFFO as FFO further adjusted for the following items, as applicable, included in the determination of GAAP net income: acquisition fees and expenses; amounts relating to deferred rent receivables and amortization of above and below market leases and liabilities (which are adjusted in order to reflect such payments from a GAAP accrual basis to a cash basis of disclosing the rent and lease payments); accretion of discounts and amortization of premiums on debt investments; mark-to-market adjustments included in net income; nonrecurring gains or

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losses included in net income from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan, unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting, and after adjustments for consolidated and unconsolidated partnerships and joint ventures, with such adjustments calculated to reflect MFFO on the same basis. The accretion of discounts and amortization of premiums on debt investments, nonrecurring unrealized gains and losses on hedges, foreign exchange, derivatives or securities holdings, unrealized gains and losses resulting from consolidations, as well as other listed cash flow adjustments are adjustments made to net income in calculating the cash flows provided by operating activities and, in some cases, reflect gains or losses which are unrealized and may not ultimately be realized. While the Company relies on its external advisor for managing interest rate, hedge and foreign exchange risk, the Company does not retain an outside consultant to review all of its hedging agreements. Inasmuch as interest rate hedges are not a fundamental part of the Company's operations, the Company believes it is appropriate to exclude such non-recurring gains and losses in calculating MFFO, as such gains and losses are not reflective of on-going operations.

The Company's MFFO calculation complies with the IPA’s Practice Guideline described above. In calculating MFFO, the Company excludes acquisition related expenses, amortization of above and below market leases, fair value adjustments of derivative financial instruments, deferred rent receivables and the adjustments of such items related to noncontrolling interests. Under GAAP, acquisition fees and expenses are characterized as operating expenses in determining operating net income. These expenses are paid in cash by the Company. All paid and accrued acquisition fees and expenses will have negative effects on returns to investors, the potential for future distributions, and cash flows generated by the Company, unless earnings from operations or net sales proceeds from the disposition of other properties are generated to cover the purchase price of the property, these fees and expenses and other costs related to such property. In the event that proceeds from the Company's initial public offering are not available to fund its reimbursement of acquisition fees and expenses incurred by its advisor, such fees and expenses will need to be reimbursed to the advisor from other sources, including debt, operational earnings or cash flow, net proceeds from the sale of properties, or from ancillary cash flows. The acquisition of properties, and the corresponding acquisition fees and expenses, is the key operational feature of the Company's business plan to generate operational income and cash flow to fund distributions to stockholders. Further, under GAAP, certain contemplated non-cash fair value and other non-cash adjustments are considered operating non-cash adjustments to net income in determining cash flow from operating activities. In addition, the Company views fair value adjustments of derivatives and gains and losses from dispositions of assets as non-recurring items or items which are unrealized and may not ultimately be realized, and which are not reflective of on-going operations and are therefore typically adjusted for when assessing operating performance.

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The Company's management uses MFFO and the adjustments used to calculate MFFO in order to evaluate the Company's performance against other public, non-listed REITs which have limited lives with short and defined acquisition periods and targeted exit strategies shortly thereafter. As noted above, MFFO may not be a useful measure of the impact of long-term operating performance on value if the Company does not continue to operate in this manner. The Company believes that its use of MFFO and the adjustments used to calculate MFFO allow the Company to present its performance in a manner that reflects certain characteristics that are unique to public, non-listed REITs, such as their limited life, limited and defined acquisition period and targeted exit strategy, and hence that the use of such measures is useful to investors. By excluding expensed acquisition costs, the use of MFFO provides information consistent with the Company's management's analysis of the operating performance of the properties. Additionally, fair value adjustments, which are based on the impact of current market fluctuations and underlying assessments of general market conditions, but can also result from operational factors such as rental and occupancy rates, may not be directly related or attributable to the Company's current operating performance. By excluding such changes that may reflect anticipated and unrealized gains or losses, the Company believes MFFO provides useful supplemental information.

Presentation of this information is intended to provide useful information to investors as they compare the operating performance to that of other public, non-listed REITs, although it should be noted that not all public, non-listed REITs calculate FFO and MFFO the same way, so comparisons with other public, non-listed REITs may not be meaningful. Furthermore, FFO and MFFO are not necessarily indicative of cash flow available to fund cash needs and should not be considered as an alternative to net income (loss) or income (loss) from continuing operations as an indication of the Company's performance, as an alternative to cash flows from operations as an indication of the Company's liquidity, or indicative of funds available to fund the Company's cash needs, including the Company's ability to make distributions to stockholders. FFO and MFFO should be reviewed in conjunction with GAAP measurements as an indication of the Company's performance. MFFO has limitations as a performance measure in an offering such as the Company's where the price of a share of common stock is a stated value and there is no regular net asset value determinations during the offering stage and for a period thereafter. MFFO is useful in assisting the Company's management and investors in assessing the sustainability of operating performance in future operating periods, and in particular, after the offering and acquisition stages are complete and net asset value is disclosed. MFFO is not a useful measure in evaluating net asset value because impairments are taken into account in determining net asset value but not in determining MFFO.

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Neither the SEC, NAREIT nor any other regulatory body has passed judgment on the acceptability of the adjustments that the Company uses to calculate FFO or MFFO. In the future, the SEC, NAREIT or another regulatory body may decide to standardize the allowable adjustments across the non-listed REIT industry and in response to such standardization the Company may have to adjust its calculation and characterization of FFO or MFFO accordingly.

The Company's calculation of FFO and MFFO is presented in the following table for the years endedDecember 31, 2015 and 2014:

	For the Years Ended December 31,
	2015			2014
Reconciliation of net loss to MFFO:
Net loss	$	(50,694,124	)	$	(11,840,455	)
Depreciation of real estate assets	23,291,955			2,206,072
Amortization of lease-related costs	19,146,805			3,110,438
FFO	(8,255,364		)	(6,523,945		)
Acquisition fees and expenses (1)(2)	23,231,390			6,959,186
Unrealized loss on derivative instruments	2,554,041			578,014
MFFO	$	17,530,067		$	1,013,255
FFO per share - basic and diluted	$	(0.38	)	$	(2.61	)
MFFO per share - basic and diluted	0.81			0.41
Loss per common share - basic and diluted	(2.33		)	$	(4.74	)
Weighted average number of common shares outstanding, basic and diluted	21,753,832			2,495,771

_____________

(1) By excluding expensed acquisition costs, management believes MFFO provides useful supplemental information that is comparable for each type of real estate investment and is consistent with management’s analysis of the investing and operating performance of our properties. Acquisition fees and expenses include payments to the Company's advisor or third parties. Acquisition fees and expenses under GAAP are considered operating expenses and as expenses included in the determination of net income (loss) and income (loss) from continuing operations, both of which are performance measures under GAAP. All paid and accrued acquisition fees and expenses will have negative effects on returns to investors, the potential for future distributions, and cash flows generated by the Company, unless earnings from operations or net sales proceeds from the disposition of properties are generated to cover the purchase price of the property, these fees and expenses and other costs related to the property. In the event that proceeds from the Company's initial public offering are not available to fund the reimbursement of acquisition fees and expenses incurred by the Company's advisor, such fees and expenses will need to be reimbursed to the advisor from other sources, including debt, operational earnings or cash flow, net proceeds from the sale of properties, or from ancillary cash flows. The acquisition of properties, and the corresponding acquisition fees and expenses, is the key operational

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feature of the Company's business plan to generate operational income and cash flow to fund distributions to its stockholders.

(2) Acquisition fees and expenses for the year endedDecember 31, 2015 includes acquisition fees of $10.1 million and and loan coordination fees of $6.6 million that are recorded in fees to affiliates in the accompanying consolidated statements of operations. Acquisition fees and expenses for the year endedDecember 31, 2015 also includes acquisition expenses of $6.6 million that are recorded in acquisition costs in the accompanying consolidated statements of operations. Acquisition fees and expenses for the year endedDecember 31, 2014 includes acquisition fees of $3.0 million and loan coordination fees of $2.0 million that are recorded in fees to affiliates in the accompanying consolidated statements of operations. Acquisition fees and expenses for the year endedDecember 31, 2014 also includes acquisition expenses of $2.0 million that are recorded in acquisition costs in the accompanying consolidated statements of operations.

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Steadfast Apartment REIT, Inc.

Non-GAAP Measures - Net Operating Income

For the Years EndedDecember 31, 2015 and 2014

Net Operating Income ("NOI"), is a non-GAAP financial measure of performance. NOI is used by investors and the Company's management to evaluate and compare the performance of the Company's properties and to determine trends in earnings and to compute the fair value of the Company's properties as it is not affected by (1) the cost of funds of the Company, (2) acquisition costs of the Company, (3) non-operating fees paid to affiliates, (4) the impact of depreciation and amortization expenses as well as gains or losses from the sale of operating real estate assets that are included in net income computed in accordance with GAAP, or (5) general and administrative expenses and other gains and losses that are specific to the Company. The cost of funds is eliminated from net income because it is specific to the particular financing capabilities and constraints of the Company. The cost of funds is also eliminated because it is dependent on historical interest rates and other costs of capital as well as past decisions made by the Company regarding the appropriate mix of capital which may have changed or may change in the future. Acquisition costs and non-operating fees to affiliates are eliminated because they do not reflect continuing operating costs of the Company. Depreciation and amortization expenses as well as gains or losses from the sale of operating real estate assets are eliminated because they may not accurately represent the actual change in value in the Company's multifamily properties that result from use of the properties or changes in market conditions. While certain aspects of real property do decline in value over time in a manner that is reasonably captured by depreciation and amortization, the value of the properties as a whole have historically increased or decreased as a result of changes in overall economic conditions instead of from actual use of the property or the passage of time. Gains and losses from the sale of real property vary from property to property and are affected by market conditions at the time of sale which will usually change from period to period. These gains and losses can create distortions when comparing one period to another or when comparing the Company's operating results to the operating results of other real estate companies that have not made similarly timed purchases or sales. The Company believes that eliminating these costs from net (loss) income is useful because the resulting measure captures the actual revenue generated and actual expenses incurred in operating its properties as well as trends in occupancy rates, rental rates and operating costs.

However, the usefulness of NOI is limited because it excludes general and administrative costs, interest expense, interest income and other expense, acquisition costs, certain fees paid to affiliates, depreciation and amortization expense and gains or losses from the sale of properties, and other gains and losses as stipulated by GAAP, the level of capital expenditures and leasing costs necessary to maintain the operating performance of the Company's properties, all of which are significant

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economic costs. NOI may fail to capture significant trends in these components of net income which further limits its usefulness.

NOI is a measure of the operating performance of the Company's properties but does not measure the Company's performance as a whole. NOI is therefore not a substitute for net (loss) income as computed in accordance with GAAP. This measure should be analyzed in conjunction with net (loss) income computed in accordance with GAAP. Other companies may use different methods for calculating NOI or similarly entitled measures and, accordingly, the Company's NOI may not be comparable to similarly entitled measures reported by other companies that do not define the measure exactly as the Company does.

The following is a reconciliation of the Company's NOI to net loss for the three months and years ended December 31, 2015 and 2014:

	For the Three Months Ended December 31,						For the Year Ended December 31,
	2015			2014			2015			2014
Net loss	$	(17,510,929	)	$	(7,481,532	)	$	(50,694,124	)	$	(11,840,455	)
Fees to affiliates (1)	7,936,122			3,767,438			23,730,342			5,396,282
Depreciation and amortization	16,875,948			3,962,138			42,438,760			5,316,510
Interest expense	5,337,095			1,184,379			13,275,604			1,589,848
General and administrative expenses	721,656			591,336			2,739,688			1,670,171
Acquisition costs	1,907,372			1,095,196			6,569,766			2,035,731
Net operating income	$	15,267,264		$	3,118,955		$	38,060,036		$	4,168,087

________________

(1) Fees to affiliates for the three months and year ended December 31, 2015 excludes property management fees of $0.8 million and $2.0 million and other fees of $0.2 million and $0.6 million that are included in NOI, respectively. Fees to affiliates for the three months and year ended December 31, 2014 excludes property management fees of $0.1 million and $0.2 million and other fees of $49.5 thousand and $75.8 thousand that are included in NOI, respectively.

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EXHIBIT A

MONTHLY PORTFOLIO SNAPSHOT - 4TH QUARTER

Monthly Portfolio Snapshot	OCTOBER 2015
Property	Location	Total Units	Non-Revenue Units	Rentable Units	Average Occupied Units	Average % Occupied	% Leased
Multi-Family
Villages at Spring Hill Apartments	Spring Hill, TN	176	1	175	169	96.0%	99.9%
Harrison Place Apartments	Indianapolis, IN	307	1	306	288	93.8%	96.7%
Club at Summer Valley	Austin, TX	260	1	259	247	95.0%	97.5%
Terrace Cove Apartment Homes	Austin, TX	304	2	302	285	93.8%	98.7%
The Residences on McGinnis Ferry	Suwanee, GA	696	2	694	663	95.3%	97.4%
The 1800 at Barrett Lakes	Kennesaw, GA	500	1	499	478	95.6%	98.0%
The Oasis	Colorado Springs, CO	252	1	251	237	94.0%	99.4%
Columns on Wetherington	Florence, KY	192	1	191	175	91.1%	95.1%
Preston Hills at Mill Creek	Buford, GA	464	1	463	439	94.6%	97.5%
Eagle Lake Landing Apartments	Speedway, IN	277	1	276	253	91.3%	94.9%
Reveal on Cumberland	Fishers, IN	220	1	219	197	89.5%	92.7%
Randall Highlands Apartments	North Aurora, IL	146	1	145	128	87.7%	92.9%
Heritage Place Apartments	Franklin, TN	105	-	105	100	95.2%	98.5%
Rosemont at East Cobb	Marietta, GA	180	4	176	165	91.7%	95.6%
Ridge Crossings Apartments	Birmingham, AL	720	1	719	690	95.8%	97.4%
Bella Terra at City Center	Aurora, CO	304	1	303	288	94.7%	96.7%
Hearthstone at City Center	Aurora, CO	360	1	359	343	95.3%	96.8%
Arbors at Brookfield	Mauldin, SC	702	5	697	643	91.6%	94.9%
Carrington Park	Kansas City, MO	298	1	297	282	94.6%	97.2%
Delano at North Richland Hills	North Richland Hills, TX	263	2	261	246	93.5%	95.7%
Meadows at North Richland Hills	North Richland Hills, TX	252	1	251	243	96.4%	97.9%
Kensington by the Vineyard	Euless, TX	259	1	258	241	93.1%	95.5%
Monticello by the Vineyard	Euless, TX	354	2	352	339	95.8%	97.7%
The Shores	Oklahoma City, OK	300	1	299	275	91.7%	94.1%
Lakeside at Coppell	Coppell, TX	315	1	314	302	95.9%	97.6%
Meadows at River Run	Bolingbrook, IL	374	2	372	349	93.3%	93.9%
Total		8,580	37	8,543	8,065	94.0%	96.5%

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Monthly Portfolio Snapshot	NOVEMBER 2015
Property	Location	Total Units	Non-Revenue Units	Rentable Units	Average Occupied Units	Average % Occupied	% Leased
Multi-Family
Villages at Spring Hill Apartments	Spring Hill, TN	176	1	175	172	97.7%	99.9%
Harrison Place Apartments	Indianapolis, IN	307	1	306	293	95.4%	97.1%
Club at Summer Valley	Austin, TX	260	1	259	246	94.6%	96.4%
Terrace Cove Apartment Homes	Austin, TX	304	2	302	287	94.4%	98.7%
The Residences on McGinnis Ferry	Suwanee, GA	696	2	694	658	94.5%	96.7%
The 1800 at Barrett Lakes	Kennesaw, GA	500	1	499	485	97.0%	98.8%
The Oasis	Colorado Springs, CO	252	1	251	239	94.8%	99.1%
Columns on Wetherington	Florence, KY	192	1	191	177	92.2%	97.0%
Preston Hills at Mill Creek	Buford, GA	464	1	463	437	94.2%	96.6%
Eagle Lake Landing Apartments	Speedway, IN	277	1	276	256	92.4%	94.7%
Reveal on Cumberland	Fishers, IN	220	1	219	200	90.9%	93.0%
Randall Highlands Apartments	North Aurora, IL	146	1	145	133	91.1%	98.1%
Heritage Place Apartments	Franklin, TN	105	-	105	99	94.3%	96.7%
Rosemont at East Cobb	Marietta, GA	180	3	177	162	90.0%	94.0%
Ridge Crossings Apartments	Birmingham, AL	720	1	719	690	95.8%	97.0%
Bella Terra at City Center	Aurora, CO	304	2	302	281	92.4%	96.4%
Hearthstone at City Center	Aurora, CO	360	1	359	342	95.0%	96.0%
Arbors at Brookfield	Mauldin, SC	702	3	699	651	92.7%	94.4%
Carrington Park	Kansas City, MO	298	1	297	284	95.3%	97.5%
Delano at North Richland Hills	North Richland Hills, TX	263	1	262	248	94.3%	97.0%
Meadows at North Richland Hills	North Richland Hills, TX	252	1	251	239	94.8%	96.8%
Kensington by the Vineyard	Euless, TX	259	1	258	237	91.5%	94.6%
Monticello by the Vineyard	Euless, TX	354	2	352	333	94.1%	96.3%
The Shores	Oklahoma City, OK	300	1	299	269	89.7%	91.6%
Lakeside at Coppell	Coppell, TX	315	1	314	298	94.6%	97.5%
Meadows at River Run	Bolingbrook, IL	374	2	372	340	90.9%	92.0%
Total		8,580	34	8,546	8,056	93.9%	96.3%

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Monthly Portfolio Snapshot	DECEMBER 2015
Property	Location	Total Units	Non-Revenue Units	Rentable Units	Average Occupied Units	Average % Occupied	% Leased
Multi-Family
Villages at Spring Hill Apartments	Spring Hill, TN	176	1	175	171	97.2%	99.6%
Harrison Place Apartments	Indianapolis, IN	307	1	306	289	94.1%	95.4%
Club at Summer Valley	Austin, TX	260	1	259	246	94.6%	95.6%
Terrace Cove Apartment Homes	Austin, TX	304	2	302	285	93.8%	97.9%
The Residences on McGinnis Ferry	Suwanee, GA	696	2	694	653	93.8%	95.6%
The 1800 at Barrett Lakes	Kennesaw, GA	500	1	499	480	96.0%	98.3%
The Oasis	Colorado Springs, CO	252	1	251	236	93.7%	98.0%
Columns on Wetherington	Florence, KY	192	1	191	176	91.7%	94.1%
Preston Hills at Mill Creek	Buford, GA	464	1	463	430	92.7%	94.6%
Eagle Lake Landing Apartments	Speedway, IN	277	1	276	254	91.7%	94.7%
Reveal on Cumberland	Fishers, IN	220	1	219	195	88.6%	91.7%
Randall Highlands Apartments	North Aurora, IL	146	1	145	142	97.3%	99.0%
Heritage Place Apartments	Franklin, TN	105	-	105	98	93.3%	95.7%
Rosemont at East Cobb	Marietta, GA	180	4	176	164	91.1%	94.4%
Ridge Crossings Apartments	Birmingham, AL	720	1	719	685	95.1%	96.3%
Bella Terra at City Center	Aurora, CO	304	1	303	283	93.1%	94.5%
Hearthstone at City Center	Aurora, CO	360	1	359	338	93.9%	95.3%
Arbors at Brookfield	Mauldin, SC	702	3	699	646	92.0%	94.3%
Carrington Park	Kansas City, MO	298	1	297	284	95.3%	97.3%
Delano at North Richland Hills	North Richland Hills, TX	263	1	262	248	94.3%	96.4%
Meadows at North Richland Hills	North Richland Hills, TX	252	1	251	237	94.0%	96.0%
Kensington by the Vineyard	Euless, TX	259	1	258	241	93.1%	98.2%
Monticello by the Vineyard	Euless, TX	354	2	352	329	92.9%	95.3%
The Shores	Oklahoma City, OK	300	1	299	273	91.0%	92.4%
Lakeside at Coppell	Coppell, TX	315	1	314	303	96.2%	97.7%
Meadows at River Run	Bolingbrook, IL	374	2	372	337	90.1%	91.4%
Park Valley Apartments	Smyrna, GA	496	3	493	472	95.2%	96.7%
PeakView at T-Bone Ranch	Greeley, CO	224	1	223	207	92.4%	94.6%
PeakView at Horseshoe Lake	Loveland, CO	222	1	221	201	90.5%	91.9%
Stoneridge Farms	Smyrna, TN	336	1	335	327	97.3%	97.9%
Total		9,858	40	9,818	9,230	93.6%	95.7%

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DEFINITIONS OF PORTFOLIO PERFORMANCE METRICS

Total Units: Number of units per property at the end of the reporting period.

Non-Revenue Units: Number of model units or other non-revenue administrative units at the end of the reporting period.

Rentable Units: Total Units less Non-Revenue Units at the end of the reporting period.

Average Occupied Units: Number of units occupied based on a weekly average during the reporting period.

Average Percent Occupied: Percent of units occupied (Average Occupied Units divided by Total Units).

Percent Leased: Percent of Total Units leased at the end of the reporting period (number of leased units divided by Total Units).

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EX-99.2

	EXHIBIT 99.2
	18100 Von Karman Avenue Suite 500 Irvine, CA 92612 949.852.0700

NEWS RELEASE

Contact:    Jennifer Franklin

Phone:        949.333.1721

Email:        jfranklin@steadfastcmg.com

STEADFAST APARTMENT REIT ACQUIRES
217 APARTMENT HOMES IN COLORADO FOR $32.4 MILLION

REIT Now Owns Six Communities in the Centennial State

IRVINE, Calif., March 29, 2016 – Steadfast Apartment REIT announced the all-cash acquisition of Fielder’s Creek Apartments,a 217-apartment home community in Englewood—an attractive submarket only nine miles from downtown Denver—for $32.4 million. The REIT, which terminated its public offering on March 24, 2016, now has invested approximately $1.25 billion in 31 properties in 11 states.

“The Denver metro is considered to be a highly desirable place to do business, raise a family and have a great quality of life. In fact, U.S. News & World Report listed the city as the number one ‘2016 Best Places to Live in the USA,’” said Ella Neyland, president of Steadfast Apartment REIT. Fielder’s Creek is also just one block from the top-ranked middle school in Denver.

Constructed in 1983 on more than seven acres, Fielder’s Creek boasts an attractive mix of studios, one- and two-bedroom homes that average 787 square feet with average in-place rents of $1,051. It is currently 97 percent occupied.

Each apartment home features a complete appliance package, washer/dryer, wood-burning fireplace, spacious walk-in closets, extra storage and a personal balcony or patio in select units. Residents enjoy high-end community amenities, including a pool, fitness center, multi-screen media lounge, business center, basketball court, dog park, children’s play area and an outdoor entertainment and BBQ area.

Steadfast Apartment REIT will implement a moderate value enhancement program at the property. Approximately 40 percent of apartment interiors will be upgraded with new appliances, bathroom and kitchen cabinets, countertops, lighting, fixtures, hardware, flooring and paint. The balance of the apartment homes were recently renovated by the previous owner. Select enhancements will be made to the common areas and amenities.

Fielder’s Creek Apartments is strategically located just two miles from the Englewood CityCenter Light Rail Station that runs to downtown Denver and Union Station. In 2016, the East Line will begin operations, providing Fielder’s Creek residents access to Denver International Airport. Additionally, the Denver Tech Center—the largest job corridor in metro Denver employing nearly 423,000 people—is only minutes away.

Steadfast Apartment REIT now owns six properties in Colorado. It also owns PeakView by Horseshoe Lake in Loveland, PeakView at T-Bone Ranch in Greeley, Oasis in Colorado Springs, Bella Terra at City Center and Hearthstone at City Center, both in Aurora.

About Steadfast Apartment REIT

Steadfast Apartment REIT has invested more than $1.25 billion in 31 apartment communities in 11 states. Steadfast Apartment REIT is sponsored by Steadfast REIT Investments, LLC, an affiliate of Steadfast Companies, an Orange County, Calif.-based group of affiliated real estate investment and operating 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 Apartment REIT’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-99.3

	EXHIBIT 99.3
	18100 Von Karman Avenue Suite 500 Irvine, CA 92612 949.852.0700

NEWS RELEASE

Contact:    Jennifer Franklin

Phone:        949.333.1721

Email:        jfranklin@steadfastcmg.com

STEADFAST APARTMENT REIT APPROVES

NEW ESTIMATED VALUE OF $14.46 PER SHARE

IRVINE, Calif., Mar. 29, 2016 – Steadfast Apartment REIT, Inc. (STAR) announced today the determination of an estimated value per share of the company’s common stock of $14.46 as of December 31, 2015.

The estimated value per share was determined by STAR’s board of directors after independent, third-party firms conducted property-level and aggregate valuation analyses on STAR’s 30 apartment community properties plus cash and other assets, less the estimated value of outstanding mortgage debt and other liabilities, divided by the number of shares issued and outstanding on an adjusted fully diluted basis.

“We believe this estimated value per share reflects one of the non-traded REIT industry’s best valuations relative to initial share price in the shortest time since escrow break,” said Ella Neyland, president of Steadfast Apartment REIT. “We feel this highlights the successful execution of our strategy of bringing institutional-quality management to our portfolio of apartment properties, and then making comparatively minor aesthetic improvements that have a significant impact on the property’s revenue and resale value.”

The REIT, which closed to new investments on March 24, 2016, conducted its valuation in accordance with guidelines issued by the Investment Program Association.

About Steadfast Apartment REIT

Steadfast Apartment REIT has invested more than $1.25 billion in 31 apartment communities in 11 states. Steadfast Apartment REIT is sponsored by Steadfast REIT Investments LLC, an affiliate of Steadfast Companies, an Orange County, Calif.-based group of affiliated real estate investment and operating 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 Apartment REIT’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.