Filing Details
- Accession Number:
- 0000895345-17-000149
- Form Type:
- 13D Filing
- Publication Date:
- 2017-03-30 17:07:13
- Filed By:
- Madison International Holdings V, Llc
- Company:
- Monogram Residential Trust Inc. (NYSE:MORE)
- Filing Date:
- 2017-03-30
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| MIRELF V REIT Investments | 13,047,537 | 13,047,537 | 13,047,537 | 7.8% | ||
| MIRELF V REIT | 13,047,537 | 13,047,537 | 13,047,537 | 7.8% | ||
| Madison International Real Estate Liquidity Fund V | 13,047,537 | 13,047,537 | 13,047,537 | 7.8% | ||
| Madison International Holdings V | 13,047,537 | 13,047,537 | 13,047,537 | 7.8% | ||
| Madison International Realty V | 13,047,537 | 13,047,537 | 13,047,537 | 7.8% | ||
| Madison International Realty Holdings | 16,655,932 | 16,655,932 | 16,655,932 | 9.98% | ||
| MIRELF VI (AIV) | 3,608,395 | 3,608,395 | 3,608,395 | 2.2% | ||
| Madison International Real Estate Liquidity Fund VI, SCS | 3,608,395 | 3,608,395 | 3,608,395 | 2.2% | ||
| MIRELF VI (SCS Blocker) | 3,608,395 | 3,608,395 | 3,608,395 | 2.2% | ||
| Madison International Real Estate Liquidity Fund VI (TE) | 3,608,395 | 3,608,395 | 3,608,395 | 2.2% | ||
| Madison International Real Estate Liquidity Fund VI (T) | 3,608,395 | 3,608,395 | 3,608,395 | 2.2% | ||
| MIRELF VI (U.S.) | 3,608,395 | 3,608,395 | 3,608,395 | 2.2% | ||
| Madison International Holdings VI | 3,608,395 | 3,608,395 | 3,608,395 | 2.2% | ||
| Madison International Realty VI | 3,608,395 | 3,608,395 | 3,608,395 | 2.2% | ||
| MIRELF VI REIT | 3,608,395 | 3,608,395 | 3,608,395 | 2.2% | ||
| MIRELF VI REIT Investments II | 3,608,395 | 3,608,395 | 3,608,395 | 2.2% | ||
| Ronald M. Dickerman | 16,655,932 | 16,655,932 | 16,655,932 | 9.98% |
Filing
| CUSIP No. 60979P 105 | | Page 1 of 24 Pages |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 7)
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)
March 28, 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 | ||
| 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 16,655,932 | ||
| 9 | SOLE DISPOSITIVE POWER NONE | ||
| 10 | SHARED DISPOSITIVE POWER 16,655,932 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,655,932 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.98% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
| 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 3,608,395 | ||
| 9 | SOLE DISPOSITIVE POWER NONE | ||
| 10 | SHARED DISPOSITIVE POWER 3,608,395 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,608,395 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2% | ||
| 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 3,608,395 | ||
| 9 | SOLE DISPOSITIVE POWER NONE | ||
| 10 | SHARED DISPOSITIVE POWER 3,608,395 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,608,395 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2% | ||
| 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 3,608,395 | ||
| 9 | SOLE DISPOSITIVE POWER NONE | ||
| 10 | SHARED DISPOSITIVE POWER 3,608,395 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,608,395 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2% | ||
| 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 3,608,395 | ||
| 9 | SOLE DISPOSITIVE POWER NONE | ||
| 10 | SHARED DISPOSITIVE POWER 3,608,395 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,608,395 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2% | ||
| 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 3,608,395 | ||
| 9 | SOLE DISPOSITIVE POWER NONE | ||
| 10 | SHARED DISPOSITIVE POWER 3,608,395 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,608,395 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2% | ||
| 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 3,608,395 | ||
| 9 | SOLE DISPOSITIVE POWER NONE | ||
| 10 | SHARED DISPOSITIVE POWER 3,608,395 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,608,395 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2% | ||
| 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 3,608,395 | ||
| 9 | SOLE DISPOSITIVE POWER NONE | ||
| 10 | SHARED DISPOSITIVE POWER 3,608,395 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,608,395 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2% | ||
| 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 3,608,395 | ||
| 9 | SOLE DISPOSITIVE POWER NONE | ||
| 10 | SHARED DISPOSITIVE POWER 3,608,395 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,608,395 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2% | ||
| 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 3,608,395 | ||
| 9 | SOLE DISPOSITIVE POWER NONE | ||
| 10 | SHARED DISPOSITIVE POWER 3,608,395 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,608,395 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2% | ||
| 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 16,655,932 | ||
| 9 | SOLE DISPOSITIVE POWER NONE | ||
| 10 | SHARED DISPOSITIVE POWER 16,655,932 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,655,932 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.98% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
| CUSIP No. 60979P 105 | | Page 19 of 24 Pages |
ITEM 1. SECURITY AND ISSUER
This Amendment No. 7 (“Amendment No. 7”) 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, as further amended by Amendment No. 6, filed with the Securities and Exchange Commission on January 30, 2017 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, Amendment No. 5 and Amendment No. 6. Except as specifically amended and supplemented by this Amendment No. 7, all other provisions of the Original Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6, shall remain in full force and effect.
This Amendment No. 7 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 496,168 shares of Common Stock (the “Sixth Additional Purchased Shares”) acquired by the Fund VI Entities since the filing of Amendment No. 6 on January 30, 2017 was $4,993,659.78, not including brokerage commissions or service charges. The sources of the funds used by the Fund VI Entities to purchase the Sixth 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 and its prime brokerage margin financing agreement with Wells Fargo Securities, LLC. 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:
On March 28, 2017, the Reporting Persons and the Issuer replaced the Waiver Agreement by entering into an additional letter agreement (“Replacement Waiver Agreement”), which is similar in all material respects to the Waiver Agreement, but allows the Reporting Persons to hold, in the aggregate, up to 15% of the Common Stock of the Issuer outstanding from time to time.
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 166,872,456 shares of Common Stock disclosed by the Issuer as outstanding as of January 31, 2017 in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on February 28, 2017. |
| | 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, the Fifth Additional Purchased Shares and the Sixth 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 9.98% 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 March 28, 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, the Fifth Additional Purchased Shares and the Sixth 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, the Fifth Additional Purchased Shares and the Sixth Additional Purchased Shares. |
| (e) | Not applicable. |
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUE
Item 6 is hereby amended and supplemented with the following:
In addition to the Replacement Waiver Agreement described in Item 4, on March 28, 2017 the Reporting Persons provided a letter to the Issuer, in which the Reporting Persons made certain representations regarding its ownership of shares of Common Stock of the Issuer as determined under the Code relevant to the Issuer’s status as a REIT under the Code in order to induce the Issuer to enter into the Waiver Agreement.
| 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: March 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) |
| 1/30/2017 | 77,833 | $10.15 | $789,732.53 |
| 3/8/2017 | 215,817 | $10.09 | $2,176,881.33 |
| 3/9/2017 | 80,918 | $10.10 | $817,134.24 |
| 3/10/2017 | 800 | $9.95 | $7,960.00 |
| 3/13/2017 | 37,616 | $9.95 | $374,279.20 |
| 3/14/2017 | 83,184 | $9.95 | $827,672.48 |
| (1) | Not including any brokerage commissions or service charges. |