0000895345-17-000025.txt : 20170130 0000895345-17-000025.hdr.sgml : 20170130 20170130170649 ACCESSION NUMBER: 0000895345-17-000025 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170130 DATE AS OF CHANGE: 20170130 GROUP MEMBERS: MADISON INTERNATIONAL HOLDINGS V, LLC GROUP MEMBERS: MADISON INTERNATIONAL HOLDINGS VI, LLC GROUP MEMBERS: MADISON INTERNATIONAL REAL ESTATE LIQUIDITY FUND V, LP GROUP MEMBERS: MADISON INTERNATIONAL REAL ESTATE LIQUIDITY FUND VI (T), LP GROUP MEMBERS: MADISON INTERNATIONAL REAL ESTATE LIQUIDITY FUND VI (TE), LP GROUP MEMBERS: MADISON INTERNATIONAL REAL ESTATE LIQUIDITY FUND VI, SCS GROUP MEMBERS: MADISON INTERNATIONAL REALTY HOLDINGS, LLC GROUP MEMBERS: MADISON INTERNATIONAL REALTY V, LLC GROUP MEMBERS: MADISON INTERNATIONAL REALTY VI, LLC GROUP MEMBERS: MIRELF V REIT GROUP MEMBERS: MIRELF V REIT INVESTMENTS LLC GROUP MEMBERS: MIRELF VI (AIV), LP GROUP MEMBERS: MIRELF VI (SCS BLOCKER), LP GROUP MEMBERS: MIRELF VI (U.S.) LP GROUP MEMBERS: MIRELF VI REIT GROUP MEMBERS: MIRELF VI REIT INVESTMENTS II, LLC GROUP MEMBERS: RONALD M. DICKERMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Monogram Residential Trust, Inc. CENTRAL INDEX KEY: 0001384710 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 205383745 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88223 FILM NUMBER: 17558311 BUSINESS ADDRESS: STREET 1: 5800 GRANITE PARKWAY STREET 2: STE 1000 CITY: PLANO STATE: TX ZIP: 75024 BUSINESS PHONE: (469) 250-5500 MAIL ADDRESS: STREET 1: 5800 GRANITE PARKWAY STREET 2: STE 1000 CITY: PLANO STATE: TX ZIP: 75024 FORMER COMPANY: FORMER CONFORMED NAME: BEHRINGER HARVARD MULTIFAMILY REIT I INC DATE OF NAME CHANGE: 20061228 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Madison International Holdings V, LLC CENTRAL INDEX KEY: 0001628579 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 410 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-688-0787 MAIL ADDRESS: STREET 1: 410 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 lp13da6-monogram_madison.htm lp13da-monogram_madison.htm
 
 
CUSIP No. 60979P 105
 
Page 1 of 24 Pages
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 6)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

Under the Securities Exchange Act of 1934*

Monogram Residential Trust, Inc.
(Name of Issuer)

Common Stock, $0.0001 par value per share
(Title of Class of Securities)

60979P 105
(CUSIP Number)

Yehuda Hecht
Madison International Realty
410 Park Avenue, 10th Floor
New York, New York 10022
(212) 688-8777

With a copy to:

Lee S. Parks
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004
(212) 859-8000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
January 26, 2017
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D/A, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. £

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
CUSIP No. 60979P 105
 
Page 2 of 24 Pages
 
1
NAME OF REPORTING PERSON
 
MIRELF V REIT Investments LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
Not Applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
NONE
8
SHARED VOTING POWER
 
13,047,537
9
SOLE DISPOSITIVE POWER
 
NONE
10
SHARED DISPOSITIVE POWER
 
13,047,537
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
13,047,537
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.8%
14
TYPE OF REPORTING PERSON
 
OO
 
 
CUSIP No. 60979P 105
 
Page 3 of 24 Pages
 
1
NAME OF REPORTING PERSON
 
MIRELF V REIT
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
Not Applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Maryland
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
NONE
8
SHARED VOTING POWER
 
13,047,537
9
SOLE DISPOSITIVE POWER
 
NONE
10
SHARED DISPOSITIVE POWER
 
13,047,537
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
13,047,537
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.8%
14
TYPE OF REPORTING PERSON
 
OO
 
 
 
CUSIP No. 60979P 105
 
Page 4 of 24 Pages
 
1
NAME OF REPORTING PERSON
 
Madison International Real Estate Liquidity Fund V, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
Not Applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
NONE
8
SHARED VOTING POWER
 
13,047,537
9
SOLE DISPOSITIVE POWER
 
NONE
10
SHARED DISPOSITIVE POWER
 
13,047,537
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
 
13,047,537
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.8%
14
TYPE OF REPORTING PERSON
 
PN
 
 
 
CUSIP No. 60979P 105
 
Page 5 of 24 Pages
 
1
NAME OF REPORTING PERSON
 
Madison International Holdings V, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
Not Applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
NONE
8
SHARED VOTING POWER
 
13,047,537
9
SOLE DISPOSITIVE POWER
 
NONE
10
SHARED DISPOSITIVE POWER
 
13,047,537
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
13,047,537
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.8%
14
TYPE OF REPORTING PERSON
 
OO
 
 
CUSIP No. 60979P 105
 
Page 6 of 24 Pages
 
1
NAME OF REPORTING PERSON
 
Madison International Realty V, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
Not Applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
NONE
8
SHARED VOTING POWER
 
13,047,537
9
SOLE DISPOSITIVE POWER
 
NONE
10
SHARED DISPOSITIVE POWER
 
13,047,537
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
13,047,537
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.8%
14
TYPE OF REPORTING PERSON
 
OO
 
 
 
CUSIP No. 60979P 105
 
Page 7 of 24 Pages
 
1
NAME OF REPORTING PERSON
 
Madison International Realty Holdings, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o (b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
Not Applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
NONE
8
SHARED VOTING POWER
 
16,159,764
9
SOLE DISPOSITIVE POWER
 
NONE
10
SHARED DISPOSITIVE POWER
 
16,159,764
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
16,159,764
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.7%
14
TYPE OF REPORTING PERSON
 
OO
 
 
 
CUSIP No. 60979P 105
 
Page 8 of 24 Pages
 
1
NAME OF REPORTING PERSON
 
MIRELF VI (AIV), LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
Not Applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
NONE
8
SHARED VOTING POWER
 
3,112,227
9
SOLE DISPOSITIVE POWER
 
NONE
10
SHARED DISPOSITIVE POWER
 
3,112,227
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,112,227
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.9%      
14
TYPE OF REPORTING PERSON
 
PN
 
 
CUSIP No. 60979P 105
 
Page 9 of 24 Pages
 
1
NAME OF REPORTING PERSON
 
Madison International Real Estate Liquidity Fund VI, SCS
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
Not Applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Luxembourg
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
NONE
8
SHARED VOTING POWER
 
3,112,227
9
SOLE DISPOSITIVE POWER
 
NONE
10
SHARED DISPOSITIVE POWER
 
3,112,227
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,112,227
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.9%      
14
TYPE OF REPORTING PERSON
 
OO
 
 
 
CUSIP No. 60979P 105
 
Page 10 of 24 Pages
 
1
NAME OF REPORTING PERSON
 
MIRELF VI (SCS Blocker), LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
Not Applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
NONE
8
SHARED VOTING POWER
 
3,112,227
9
SOLE DISPOSITIVE POWER
 
NONE
10
SHARED DISPOSITIVE POWER
 
3,112,227
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,112,227
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.9%      
14
TYPE OF REPORTING PERSON
 
PN
 
 
CUSIP No. 60979P 105
 
Page 11 of 24 Pages
 
1
NAME OF REPORTING PERSON
 
Madison International Real Estate Liquidity Fund VI (TE), LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
Not Applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
NONE
8
SHARED VOTING POWER
 
3,112,227
9
SOLE DISPOSITIVE POWER
 
NONE
10
SHARED DISPOSITIVE POWER
 
3,112,227
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,112,227
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.9%      
14
TYPE OF REPORTING PERSON
 
PN
 
 
 
CUSIP No. 60979P 105
 
Page 12 of 24 Pages
 
1
NAME OF REPORTING PERSON
 
Madison International Real Estate Liquidity Fund VI (T), LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
Not Applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
NONE
8
SHARED VOTING POWER
 
3,112,227
9
SOLE DISPOSITIVE POWER
 
NONE
10
SHARED DISPOSITIVE POWER
 
3,112,227
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,112,227
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.9%      
14
TYPE OF REPORTING PERSON
 
PN
 
 
 
CUSIP No. 60979P 105
 
Page 13 of 24 Pages
 
1
NAME OF REPORTING PERSON
 
MIRELF VI (U.S.) LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
Not Applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
NONE
8
SHARED VOTING POWER
 
3,112,227
9
SOLE DISPOSITIVE POWER
 
NONE
10
SHARED DISPOSITIVE POWER
 
3,112,227
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,112,227
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.9%      
14
TYPE OF REPORTING PERSON
 
PN
 
 
 
CUSIP No. 60979P 105
 
Page 14 of 24 Pages
 
1
NAME OF REPORTING PERSON
 
Madison International Holdings VI, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
Not Applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
NONE
8
SHARED VOTING POWER
 
3,112,227
9
SOLE DISPOSITIVE POWER
 
NONE
10
SHARED DISPOSITIVE POWER
 
3,112,227
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,112,227
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.9%      
14
TYPE OF REPORTING PERSON
 
OO
 
 
CUSIP No. 60979P 105
 
Page 15 of 24 Pages
 
1
NAME OF REPORTING PERSON
 
Madison International Realty VI, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
Not Applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
NONE
8
SHARED VOTING POWER
 
3,112,227
9
SOLE DISPOSITIVE POWER
 
NONE
10
SHARED DISPOSITIVE POWER
 
3,112,227
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,112,227
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.9%      
14
TYPE OF REPORTING PERSON
 
OO
 
 
 
CUSIP No. 60979P 105
 
Page 16 of 24 Pages
 
1
NAME OF REPORTING PERSON
 
MIRELF VI REIT
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
Not Applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Maryland
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
NONE
8
SHARED VOTING POWER
 
3,112,227
9
SOLE DISPOSITIVE POWER
 
NONE
10
SHARED DISPOSITIVE POWER
 
3,112,227
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,112,227
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.9%      
14
TYPE OF REPORTING PERSON
 
OO
 
 
 
CUSIP No. 60979P 105
 
Page 17 of 24 Pages
 
1
NAME OF REPORTING PERSON
 
MIRELF VI REIT Investments II, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
Not Applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
NONE
8
SHARED VOTING POWER
 
3,112,227
9
SOLE DISPOSITIVE POWER
 
NONE
10
SHARED DISPOSITIVE POWER
 
3,112,227
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,112,227
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.9%      
14
TYPE OF REPORTING PERSON
 
OO
 
 
 
CUSIP No. 60979P 105
 
Page 18 of 24 Pages
 
1
NAME OF REPORTING PERSON
 
Ronald M. Dickerman
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
Not Applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
NONE
8
SHARED VOTING POWER
 
16,159,764
9
SOLE DISPOSITIVE POWER
 
NONE
10
SHARED DISPOSITIVE POWER
 
16,159,764
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
16,159,764
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.7%
14
TYPE OF REPORTING PERSON
 
IN
 
 
 
CUSIP No. 60979P 105
 
Page 19 of 24 Pages
 
 
ITEM 1.  SECURITY AND ISSUER

This Amendment No. 6 (“Amendment No. 6”) to Schedule 13D amends and supplements the statement on Schedule 13D, filed with the Securities and Exchange Commission on December 22, 2014 (the “Original Schedule 13D”), by the Reporting Persons (as defined below), as amended by Amendment No. 1, filed with the Securities and Exchange Commission on May 1, 2015, as further amended by Amendment No. 2, filed with the Securities and Exchange Commission on August 28, 2015, as further amended by Amendment No. 3, filed with the Securities and Exchange Commission on November 6, 2015, as further amended by Amendment No. 4, filed with the Securities and Exchange Commission on February 19, 2016, as further amended by Amendment No. 5, filed with the Securities and Exchange Commission on May 12, 2016 relating to the common stock, par value $0.0001 per share (“Common Stock”), of Monogram Residential Trust, Inc. (the “Issuer”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Original Schedule 13D as previously amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5. Except as specifically amended and supplemented by this Amendment No. 6, all other provisions of the Original Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5, shall remain in full force and effect.

This Amendment No. 6 is being filed by
 
·  
MIRELF V REIT Investments LLC (“MIRELF V REIT Investments”)
 
·  
MIRELF V REIT (“MIRELF V REIT”)
 
·  
Madison International Real Estate Liquidity Fund V, LP (“MIRELF V”)
 
·  
Madison International Holdings V, LLC (“Holdings”)
 
·  
Madison International Realty V, LLC (“Realty”, and together with MIRELF V REIT Investments, MIRELF V REIT, MIRELF V and Holdings, the “Fund V Entities”)
 
·  
MIRELF VI (AIV), LP (“MIRELF VI AIV”)
 
·  
Madison International Real Estate Liquidity Fund VI, SCS (“Fund VI SCS”)
 
·  
MIRELF VI (SCS Blocker), LP (“SCS Blocker”)
 
·  
Madison International Real Estate Liquidity Fund VI (TE), LP (“Fund VI TE”)
 
·  
Madison International Real Estate Liquidity Fund VI (T), LP (“Fund VI T”)
 
·  
MIRELF VI (U.S.) LP (“MIRELF VI”)
 
·  
Madison International Realty VI, LLC (“Realty VI”)
 
·  
Madison International Holdings VI, LLC (“Holdings VI”)
 
·  
MIRELF VI REIT (“MIRELF VI REIT”)
 
·  
MIRELF VI REIT Investments II, LLC (“MIRELF VI REIT Investments II”, and together with MIRELF VI AIV, Fund VI SCS, SCS Blocker, Fund VI TE, Fund VI T, MIRELF VI, Realty VI, Holdings VI, and MIRELF VI REIT, the “Fund VI Entities”)
 
·  
Madison International Realty Holdings, LLC (“Realty Holdings”)
 
·  
Ronald M. Dickerman (“Mr. Dickerman” and, together with the Fund V Entities, the Fund VI Entities and Realty Holdings, the “Reporting Persons”).
 
 
CUSIP No. 60979P 105
 
Page 20 of 24 Pages
 
 
ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 is hereby amended and supplemented by adding the following information:

The aggregate purchase price of the additional 1,998,835 shares of Common Stock (the “Fifth Additional Purchased Shares”) acquired by the Fund VI Entities since the filing of Amendment No. 5 on May 12, 2016 was $20,821,082.48, not including brokerage commissions or service charges. The sources of the funds used by the Fund VI Entities to purchase the Fifth Additional Purchased Shares were funds provided by MIRELF VI REIT from (i) cash on hand and (ii) borrowings under MIRELF VI REIT’s subscription based revolving credit agreement with Sumitomo Mitsui Banking Corporation. Funds drawn under MIRELF VI REIT’s subscription based revolving credit agreement with Sumitomo Mitsui Banking Corporation are repaid from time to time with funds from MIRELF VI investor capital calls.
 
ITEM 4.   PURPOSE OF TRANSACTION
 
Item 4 is hereby amended and supplemented by adding the following information:
 
MIRELF VI REIT Investments II acquired the Fifth Additional Purchased Shares for investment purposes.
 
ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER
 
Item 5 is hereby amended in its entirety and replaced with the following:
 
(a) and (b)
The aggregate percentage of Common Stock reported as owned by each Reporting Person is based upon the 166,834,545 shares of Common Stock disclosed by the Issuer as outstanding as of October 31, 2016 in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 4, 2016.
 
 
By virtue of the relationships reported under Item 2, the Fund V Entities, the Fund VI Entities, Realty Holdings and Mr. Dickerman may be deemed to have shared voting and dispositive power with respect to the Purchased Shares, the Additional Purchased Shares, the Second Additional Purchased Shares, the Third Additional Purchased Shares, the Fourth Additional Purchase Shares and the Fifth Additional Purchased Shares, which, based on calculations made in accordance with Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended, constitute approximately 9.7% of the outstanding Common Stock.
 
 
Holdings, Holdings VI and Mr. Dickerman disclaim beneficial ownership of the shares of Common Stock beneficially owned by any of the other Funds V Entities or Fund VI Entities to the extent that equity interests in such entities are held directly or indirectly by different persons.
 
 
In addition, (i) each of the Fund V Entities disclaim beneficial ownership of shares of Common Stock beneficially owned by any of the Fund VI Entities to the extent they are held by different persons, (ii) each of the Fund VI Entities disclaim beneficial ownership of shares of Common Stock beneficially owned by any of the Fund V Entities to the extent they are held by different persons, (iii) each of the Fund V Entities disclaim beneficial ownership of the Common Stock beneficially owned by any other Fund V Entity, (iv) each of the Fund VI Entities disclaim beneficial ownership of the Common Stock beneficially owned by any other Fund VI Entity, and (v) Realty, Realty VI and Realty Holdings disclaim beneficial ownership of shares of Common Stock beneficially owned by any of the Fund V Entities, the Fund VI Entities or Mr. Dickerman.
 
(c)
Except as set forth on Schedule I hereto, none of the Reporting Persons or any other person or entity referred to in Item 2 has effected any transactions in the Common Stock during the 60 day period immediately preceding January 30, 2017.
 
(d)
By virtue of the relationships described in Item 2, each of the Reporting Persons may be deemed to have the power to direct the receipt of dividends declared on the Purchased Shares, the Additional Purchased Shares, the Second Additional Purchased Shares, the Third Additional Purchased Shares, the Fourth Additional Purchased Shares and the Fifth Additional Purchased Shares and the proceeds from the sale of such Purchased Shares, Additional Purchased Shares, Second Additional Purchased Shares, Third Additional Purchased Shares, Fourth Additional Purchased Shares and the Fifth Additional Purchased Shares.
(e)
Not applicable.
 
 
 
CUSIP No. 60979P 105
 
Page 21 of 24 Pages
Signature

 
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:  January 30, 2017
 
MIRELF V REIT Investments LLC
 
MIRELF V REIT
 
 
 
 
 
By:
MIRELF V REIT,
 
By:
Madison International Real Estate Liquidity Fund V, LP,
 
its Managing Member
 
 
its Trustee
 
 
 
 
 
By:
Madison International Real Estate Liquidity Fund V, LP,
 
By:
Madison International Holdings V, LLC,
 
its Trustee
 
 
its General Partner
         
By:
Madison International Holdings V, LLC,
  
By:
/s/ Ronald M. Dickerman
 
its General Partner
  
 
Ronald M. Dickerman, Managing Member
         
By:
/s/ Ronald M. Dickerman
 
    
 
Ronald M. Dickerman, Managing Member
 
 
  
 
 
 
 
 
Madison International Real Estate Liquidity Fund V, LP
 
Madison International Realty V, LLC
 
 
 
 
 
By:
Madison International Holdings V, LLC,
 
By:
Madison International Realty Holdings, LLC,
 
its General Partner
 
 
its Managing Member
         
By:
/s/ Ronald M. Dickerman
 
 By:
/s/ Ronald M. Dickerman
 
Ronald M. Dickerman, Managing Member
 
  
Ronald M. Dickerman, Managing Member
 
Madison International Holdings V, LLC
Madison International Realty Holdings, LLC
     
By:
/s/ Ronald M. Dickerman
  
By:
/s/ Ronald M. Dickerman
Ronald M. Dickerman, Managing Member
  
Ronald M. Dickerman, Managing Member
         
 
MIRELF VI (U.S.), LP
  
MIRELF VI REIT
 
         
By:
Madison International Holdings VI, LLC
  
By:
MIRELF VI (U.S.), LP
 
its General Partner
    
its Trustee
         
By:
/s/ Ronald M. Dickerman
  
By:
Madison International Holdings VI, LLC
 
Ronald M. Dickerman, Managing Member
    
its General Partner
         
     
By:
/s/ Ronald M. Dickerman
       
Ronald M. Dickerman, Managing Member
         
 
 
CUSIP No. 60979P 105
 
Page 22 of 24 Pages
 
Madison International Realty VI, LLC
  
MIRELF VI (AIV), LP
         
By:
Madison International Realty Holdings, LLC,
  
By:
Madison International Holdings VI, LLC,
 
its Managing Member
    
its General Partner
         
By:
/s/ Ronald M. Dickerman
  
By:
/s/ Ronald M. Dickerman
 
Ronald M. Dickerman, Managing Member
    
Ronald M. Dickerman, Managing Member
         
MIRELF VI (SCS Blocker), LP
  
Madison International Real Estate Liquidity Fund VI, SCS
         
By:
Madison International Holdings VI, LLC,
  
By:
Madison International Real Estate (Lux) GP,  S.à r.l.,
 
its General Partner
    
its General Partner
         
By:
/s/ Ronald M. Dickerman
  
By:
/s/ Ronald M. Dickerman
 
Ronald M. Dickerman, Managing Member
    
Ronald M. Dickerman, Manager
         
Madison International Real Estate Liquidity Fund VI (T) LP
  
Madison International Real Estate Liquidity Fund VI (TE) LP
         
By:
Madison International Holdings VI, LLC,
  
By:
Madison International Holdings VI, LLC,
 
its General Partner
    
its General Partner
         
By:
/s/ Ronald M. Dickerman
  
By:
/s/ Ronald M. Dickerman
 
Ronald M. Dickerman, Managing Member
    
Ronald M. Dickerman, Managing Member
         
 
  
 Madison International Holdings VI, LLC
         
 
 
  
By:
/s/ Ronald M. Dickerman
 
 
    
Ronald M. Dickerman, Managing Member
         
 
 
      
 
 
      
         
 
 
CUSIP No. 60979P 105
 
Page 23 of 24 Pages
 
 
Ronald M. Dickerman
  
MIRELF VI REIT Investments II, LLC
         
/s/ Ronald M. Dickerman
  
By:
MIRELF VI REIT,
       
its Sole Member
       
    By: MIRELF VI (U.S.), LP,
      its Trustee
       
    By: Madison International Holdings VI, LLC,
      its General Partner 
 
      
     
By:
/s/ Ronald M. Dickerman
 
 
    
Ronald M. Dickerman, Managing Member
 
 
      
         
 
 
CUSIP No. 60979P 105
 
Page 24 of 24 Pages
 
 
SCHEDULE I
 
Shares of Common Stock acquired or sold by the Reporting Persons during the past sixty (60) days. The transactions described below were effected in the open market through brokers.
 
Trade Date
Shares Purchased
Price Per Share (1)
Total Price (1)
12/1/2016
26,885.00
$10.26
$275,740.63
1/26/2017
77,000.00
$10.25
$789,119.10
1/26/2017
251,507.00
$10.25
$2,577,494.04
1/27/2017
79,167.00
$10.23
$809,957.58
 

(1)
Not including any brokerage commissions or service charges.