4//SEC Filing
Landmark Apartment Trust, Inc. 4
Accession 0001209191-14-078505
CIK 0001347523operating
Filed
Dec 30, 7:00 PM ET
Accepted
Dec 31, 10:42 AM ET
Size
22.1 KB
Accession
0001209191-14-078505
Insider Transaction Report
Form 4
Lubeck Joseph
DirectorExec. Chairman of the Board
Transactions
- Sale
Put Option (obligation to buy)
2014-12-31−306,749→ 306,749 total(indirect: By LLC)Exercise: $8.15From: 2015-01-01Exp: 2015-01-31→ Common Stock (306,749 underlying)
Holdings
- 30,918(indirect: Marlu Associates, Ltd.)
Operating Partnership Units
→ Common Stock (30,918 underlying) - 4,347,320(indirect: ELCO LR OPT II REIT LP)
Operating Partnership Units
→ Common Stock (4,347,320 underlying) - 3,548,002(indirect: ELCO LR OPT I REIT LP)
Operating Partnership Units
→ Common Stock (3,548,002 underlying) - 47,000(indirect: ADMG Riverview Partners LP)
Operating Partnership Units
→ Common Stock (47,000 underlying) - 216,363.48
Long-Term Incentive Plan Units
→ Common Stock (216,363.48 underlying) - 0(indirect: By LLC)
Operating Partnership Units
→ Common Stock (0 underlying) - 1,591,904
Operating Partnership Units
→ Common Stock (1,591,904 underlying) - 262,859(indirect: By LLC)
Operating Partnership Units
→ Common Stock (262,859 underlying) - 2,180,036.56(indirect: By LLC)
Operating Partnership Units
→ Common Stock (2,180,036.56 underlying)
Footnotes (9)
- [F1]The long-term incentive plan units ("LTIP Units"), granted from time to time by the issuer, are a special class of partnership interest in the issuer's operating partnership, Landmark Apartment Trust of America Holdings, LP, of which the issuer is the general partner (the "Operating Partnership"). 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 the grant until such event will be allocated first to the 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 the 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 vested immediately.
- [F4]The LTIP Units do not have an expiration date.
- [F5]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, 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.
- [F6]The OP Units do not have an expiration date.
- [F7]In prior reports, the reporting person reported beneficial ownership of 2,574,403.41 OP Units of the Operating Partnership held by JLCo LLC ("JLCo"). On December 17, 2014, JLCo made a pro rata distribution to its members of all 2,574,403.41 OP Units of the Operating Partnership held by it, so that, upon such distribution, the reporting person and Pamela Lubeck, as tenants by the entirety, a member of JLCo, received 835,803 OP Units of the Operating Partnership.
- [F8]Under an Asset Purchase Agreement, dated January 11, 2013, by and among IHRA Entertainment, LLC ("IHRA"), (of which the reporting person is the sole member), the reporting person, and the sellers named therein, IHRA agrees to purchase for $8.15 per share an aggregate total of 306,749 shares of common stock of the issuer, at the request of the sellers, during the one month period commencing on January 1, 2015 and expiring on January 31, 2015 if, inter alia, the issuer has failed to list its common stock on a recognized U.S. securities exchange on or before December 31, 2014.
- [F9]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.
Documents
Issuer
Landmark Apartment Trust, Inc.
CIK 0001347523
Entity typeoperating
Related Parties
1- filerCIK 0001347523
Filing Metadata
- Form type
- 4
- Filed
- Dec 30, 7:00 PM ET
- Accepted
- Dec 31, 10:42 AM ET
- Size
- 22.1 KB