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Landmark Apartment Trust, Inc. 4/A

Accession 0001209191-14-073665

CIK 0001347523operating
View on SEC.govCompany Profile

Filed

Dec 7, 7:00 PM ET

Accepted

Dec 8, 4:39 PM ET

Size

71.4 KB

Accession

0001209191-14-073665

Insider Transaction Report

Form 4/AAmended
Period: 2013-02-28
Landmark Apartment Trust, Inc.NONE
Lubeck Joseph
DirectorExec. Chairman of the Board
Transactions
  • Exercise of In-Money

    Operating Partnership Units

    2014-07-31$8.15/sh+556,628$4,536,518→ 2,159,711.68 total(indirect: By LLC)
    → Common Stock (556,628 underlying)
  • Other

    Value Protection Right (obligation to buy)

    2013-11-26+556,628→ 556,628 total(indirect: By LLC)
    Exercise: $8.15From: 2013-11-26Exp: 2014-10-01→ Operating Partnership Units (556,628 underlying)
  • Other

    Operating Partnership Units

    2014-10-08+20,324.88→ 2,180,036.56 total(indirect: By LLC)
    → Common Stock (20,324.88 underlying)
  • Exercise of In-Money

    Operating Partnership Units

    2014-07-31$8.15/sh+138,369$1,127,707→ 1,079,981.68 total(indirect: By LLC)
    → Common Stock (138,369 underlying)
  • Other

    Value Protection Right (obligation to buy)

    2013-08-16+138,369→ 261,488 total(indirect: By LLC)
    Exercise: $8.15From: 2013-08-16Exp: 2014-10-01→ Operating Partnership Units (138,369 underlying)
  • Expiration

    Value Protection Right (obligation to buy)

    2014-10-01−123,119→ 138,369 total(indirect: By LLC)
    Exercise: $8.15From: 2013-08-16Exp: 2014-10-01→ Operating Partnership Units (123,119 underlying)
  • Expiration

    Value Protection Right (obligation to buy)

    2014-10-01−138,369→ 0 total(indirect: By LLC)
    Exercise: $8.15From: 2013-08-16Exp: 2014-10-01→ Operating Partnership Units (138,369 underlying)
  • Exercise of In-Money

    Right of First Offer (right to buy)

    2014-07-31−123,119→ 1,218,099 total(indirect: By LLC)
    Exercise: $8.15From: 2014-07-11Exp: 2014-07-31→ Operating Partnership Units (123,119 underlying)
  • Exercise of In-Money

    Right of First Offer (right to buy)

    2014-07-31−138,369→ 1,079,730 total(indirect: By LLC)
    Exercise: $8.15From: 2014-07-11Exp: 2014-07-31→ Operating Partnership Units (138,369 underlying)
  • Other

    Value Protection Right (obligation to buy)

    2013-08-16+123,119→ 123,119 total(indirect: By LLC)
    Exercise: $8.15From: 2013-08-16Exp: 2014-10-01→ Operating Partnership Units (123,119 underlying)
  • Other

    Value Protection Right (obligation to buy)

    2013-11-26+523,102→ 1,079,730 total(indirect: By LLC)
    Exercise: $8.15From: 2013-11-26Exp: 2014-10-01→ Operating Partnership Units (523,102 underlying)
  • Expiration

    Value Protection Right (obligation to buy)

    2014-10-01−556,628→ 523,102 total(indirect: By LLC)
    Exercise: $8.15From: 2013-11-26Exp: 2014-10-01→ Operating Partnership Units (556,628 underlying)
  • Expiration

    Value Protection Right (obligation to buy)

    2014-10-01−523,102→ 0 total(indirect: By LLC)
    Exercise: $8.15From: 2013-11-26Exp: 2014-10-01→ Operating Partnership Units (523,102 underlying)
  • Other

    Call Option (right to buy)

    2013-08-16+123,119→ 123,119 total(indirect: By LLC)
    Exercise: $8.15From: 2013-08-16Exp: 2014-06-01→ Operating Partnership Units (123,119 underlying)
  • Other

    Call Option (right to buy)

    2013-11-26+556,628→ 818,116 total(indirect: By LLC)
    Exercise: $8.15From: 2013-11-26Exp: 2014-06-01→ Operating Partnership Units (556,628 underlying)
  • Other

    Right of First Offer (right to buy)

    2014-07-11+138,369→ 261,488 total(indirect: By LLC)
    Exercise: $8.15From: 2014-07-11Exp: 2014-07-31→ Operating Partnership Units (138,369 underlying)
  • Other

    Right of First Offer (right to buy)

    2014-07-11+556,628→ 818,116 total(indirect: By LLC)
    Exercise: $8.15From: 2014-07-11Exp: 2014-07-31→ Operating Partnership Units (556,628 underlying)
  • Exercise of In-Money

    Right of First Offer (right to buy)

    2014-07-31−556,628→ 523,102 total(indirect: By LLC)
    Exercise: $8.15From: 2014-07-11Exp: 2014-07-31→ Operating Partnership Units (556,628 underlying)
  • Exercise of In-Money

    Operating Partnership Units

    2014-07-31$8.15/sh+123,119$1,003,420→ 941,612.68 total(indirect: By LLC)
    → Common Stock (123,119 underlying)
  • Exercise of In-Money

    Operating Partnership Units

    2014-07-31$8.15/sh+523,102$4,263,281→ 1,603,083.68 total(indirect: By LLC)
    → Common Stock (523,102 underlying)
  • Other

    Call Option (right to buy)

    2013-08-16+138,369→ 261,488 total(indirect: By LLC)
    Exercise: $8.15From: 2013-08-16Exp: 2014-06-01→ Operating Partnership Units (138,369 underlying)
  • Other

    Call Option (right to buy)

    2013-11-26+523,102→ 1,341,218 total(indirect: By LLC)
    Exercise: $8.15From: 2013-11-26Exp: 2014-06-01→ Operating Partnership Units (523,102 underlying)
  • Other

    Right of First Offer (right to buy)

    2014-07-11+123,119→ 123,119 total(indirect: By LLC)
    Exercise: $8.15From: 2014-07-11Exp: 2014-07-31→ Operating Partnership Units (123,119 underlying)
  • Exercise of In-Money

    Right of First Offer (right to buy)

    2014-07-31−523,102→ 0 total(indirect: By LLC)
    Exercise: $8.15From: 2014-07-11Exp: 2014-07-31→ Operating Partnership Units (523,102 underlying)
  • Other

    Right of First Offer (right to buy)

    2014-07-11+523,102→ 1,341,218 total(indirect: By LLC)
    Exercise: $8.15From: 2014-07-11Exp: 2014-07-31→ Operating Partnership Units (523,102 underlying)
Footnotes (11)
  • [F1]Elco Landmark Residential Holdings II LLC ("ELRH II") entered into two Support Payment/Option Agreements, each dated as of August 16, 2013, with two sellers named therein pursuant to which: (i) ELRH II granted value protection rights (the "August VPRs") to such sellers obligating ELRH II to make a cash payment in an amount that is equal to the positive difference, if any, between $8.15 per operating partnership unit ("OP Unit") representing limited partnership interests in Landmark Apartment Trust Holdings, LP (the "Operating Partnership") and the actual gross selling price per share received by such sellers upon the sale of such OP Units during the period commencing on July 1, 2014 and expiring on October 1, 2014,
  • [F10]The OP Units, and the common stock 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 as of the date of this report.
  • [F11]The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interests therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
  • [F2](Continued from Footnote 2) (ii) the sellers granted ELRH II call options (the "August Call Options") obligating the sellers to sell for $8.15 per OP Unit an aggregate total of 261,488 OP Units, at the request of ELRH II, during the period commencing on the date of such Support Payment/Option Agreements and expiring on June 1, 2014, and (iii) the sellers agreed to provide ELRH II a right of first offer (the "August Right of First Offer") to purchase for $8.15 per OP Unit an aggregate total of 261,488 OP Units from the sellers if, as and when proposed to be sold by the sellers during the period described in clause (i) above, which offer was subsequently made to ELRH II by the sellers on July 11, 2014 with respect to all such OP Units.
  • [F3]ELRH II entered into two Support Payment/Option Agreements, each dated as of November 26, 2013, with two additional sellers named therein pursuant to which: (i) ELRH II granted value protection rights (the "November VPRs") to such sellers obligating ELRH II to make a cash payment in an amount that is equal to the positive difference, if any, between $8.15 per OP Unit of the Operating Partnership and the actual gross selling price per share received by such sellers upon the sale of such OP Units during the period commencing on July 1, 2014 and expiring on October 1, 2014, (ii) the sellers granted ELRH II call options (the "November Call Options") obligating the sellers to sell for $8.15 per OP Unit an aggregate total of 1,079,730 OP Units, at the request of ELRH, during the period commencing on the date of such Support Payment/Option Agreements and expiring on June 1, 2014, and
  • [F4](Continued from Footnote 3) (iii) the sellers agreed to provide ELRH II a right of first offer (the "November Right of First Offer") to purchase for $8.15 per OP Unit an aggregate total of 1,097,730 OP Units from the sellers if, as and when proposed to be sold by the sellers during the period described in clause (i) above, which offer was subsequently made to ELRH II by the sellers on July 11, 2014 with respect to all such OP Units.
  • [F5]The August VPRs and the November VPRs expired on October 1, 2014 without being exercised by the sellers.
  • [F6]Upon exercise of the August Right of First Offer and November Right of First Offer as of July 31, 2015, ELRH II agreed to purchase the following number of OP Units from the four sellers who are the counterparties to the Support Payment/Option Agreement at a price of $8.15 per OP Unit: (i) 123,199 OP Units; (ii) 138,369 OP Units; (iii) 523,102 OP Units; and (iv) 556,628 OP Units. On August 1, 2014, ELRH II and the four sellers entered into that certain Extension and Modification Agreement pursuant to which the parties (i) confirmed that the sellers had offered and ELRH II had exercised the August Right of First Offer and November Right of First Offer, and (ii) clarified certain terms of settlement thereof. Each of these private purchase transactions closed on October 31, 2014.
  • [F7]The OP Units have the rights and preferences as set forth in the partnership agreement of the Operating Partnership, as amended (the "Partnership Agreement"), and do, following a 12-month holding period, become 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), provided, however, if the common stock of the issuer has not become listed or admitted to trading on any national securities exchange at the time of the redemption, the cash amount, notwithstanding anything to the contrary, shall be $8.15 per redeemed OP Unit.
  • [F8]The OP Units do not have an expiration date.
  • [F9]The OP Units acquired by ELRH II were issued by the issuer pursuant to certain earn-out provisions contained in the Asset Purchase and Contribution Agreement relating to the acquisition of the property management business of Elco Landmark Residential Management LLC in March 2014, which the issuer refers to as the "ELRM Transaction" in its public filings. The reporting of this transaction is being amended hereby to update the number of OP Units beneficially owned following the transaction, as reported in column 9, to reflect the additional prior transactions being reported in this amendment.

Documents

1 file

Issuer

Landmark Apartment Trust, Inc.

CIK 0001347523

→
Entity typeoperating

Related Parties

1
  • filerCIK 0001347523

Filing Metadata

Form type
4/A
Filed
Dec 7, 7:00 PM ET
Accepted
Dec 8, 4:39 PM ET
Size
71.4 KB
View on SEC.gov