4//SEC Filing
Landmark Apartment Trust of America, Inc. 4
Accession 0001209191-14-058538
CIK 0001347523operating
Filed
Sep 17, 8:00 PM ET
Accepted
Sep 18, 1:04 PM ET
Size
14.1 KB
Accession
0001209191-14-058538
Insider Transaction Report
Form 4
Truong Elizabeth
Chief Investment Officer
Transactions
- Other
Operating Partnership Units
2014-07-16+6,399→ 6,399 total(indirect: By Trust)→ Common Stock (6,399 underlying)
Holdings
- 66,135
Long-Term Incentive Plan Units
→ Common Stock (66,135 underlying)
Footnotes (8)
- [F1]The long-term incentive plan units ("LTIP Units") are a special class of partnership interest in the issuer's operating partnership, Landmark Apartment Trust of America Holdings, LP (the "Operating Partnership"), of which the issuer is the general partner. Initially, the LTIP Units will not have full parity with the common units issued by the Operating Partnership with respect to liquidating distributions. Under the terms of the LTIP Units, the Operating Partnership will revalue its assets upon the occurrence of certain specified events, and any increase in the Operating Partnership's valuation from the time of grant until such event will be allocated first to holders of LTIP Units to equalize the capital accounts of such holders with the capital accounts of holders of common units.
- [F2]Upon equalization of the capital accounts of the holders of LTIP Units with the other holders of common units, the LTIP Units will achieve full parity with the common units for all purposes, including with respect to liquidating distributions. If such parity is reached, vested LTIP Units may be converted into an equal number of common units at any time, and thereafter enjoy all the rights of common units, including the right to exchange such units for shares of the issuer's common stock.
- [F3]The LTIP Units do not have an expiration date.
- [F4]The operating partnership units ("OP Units") represent units of limited partnership interests in the Operating Partnership. The OP Units have the rights and preferences as set forth in the partnership agreement of the Operating Partnership and are redeemable, subject to certain limitations, in exchange for either (i) shares of common stock of the issuer on a one-for-one basis or (ii) a cash amount equal to the product of (A) the number of redeemed OP Units, multiplied by (B) the "cash amount" (as defined in the partnership agreement of the Operating Partnership).
- [F5]On July 16, 2014, certain entities in which Ms. Truong invests as a limited liability company member or limited partner, as the case may be, commenced a series of distributions to certain third party investors, including to Ms. Truong. As a result of such distributions, Ms. Truong acquired a total of 6,399 OP Units.
- [F6]The OP Units do not have an expiration date.
- [F7]The OP Units, and the common stock of the issuer for which such OP Units could potentially be redeemed, have been most recently valued by the issuer's board of directors at approximately $8.15 per share.
- [F8]Ms. Truong is a co-trustee and beneficiary of the Elizabeth Thi Truong Revocable Trust, Declaration dated June 27.
Issuer
Landmark Apartment Trust of America, Inc.
CIK 0001347523
Entity typeoperating
Related Parties
1- filerCIK 0001347523
Filing Metadata
- Form type
- 4
- Filed
- Sep 17, 8:00 PM ET
- Accepted
- Sep 18, 1:04 PM ET
- Size
- 14.1 KB