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Filing Details

Accession Number:: 0001181431-13-016180
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-03-12 09:03:52
Reporting Period:: 2013-03-08

Filing Date:: 2013-03-12
Accepted Time:: 2013-03-12 09:03:52
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1347523	Landmark Apartment Trust Of America Inc.	NONE	Real Estate Investment Trusts (6798)	203975609

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1555655	Joseph Lubeck	4901 Dickens Road, Suite 101 Richmond VA 23230	Exec. Chairman Of The Board	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2013-03-08	306,749	$8.15	0	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	153,866	Indirect	By Elco Landmark Residential Holdings LLC

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Operating Partnership Units	$0.00	262,859	262,859	Indirect
Common Stock	Operating Partnership Units	$0.00	2,950,109	4,359,740	Indirect
Common Stock	Operating Partnership Units	$0.00	819,036	819,036	Indirect
Common Stock	Operating Partnership Units	$0.00	1,207,597	1,207,597	Indirect
Common Stock	Operating Partnership Units	$0.00	850,379	850,379	Indirect
Common Stock	Operating Partnership Units	$0.00	2,472,404	2,472,404	Indirect
Common Stock	Operating Partnership Units	$0.00	566,832	566,832	Indirect
Common Stock	Operating Partnership Units	$0.00	436,220	1,409,631	Indirect
Common Stock	Operating Partnership Units	$0.00	2,671,456	2,671,456	Indirect
Common Stock	Operating Partnership Units	$0.00	973,411	973,411	Indirect
Common Stock	Operating Partnership Units	$0.00	206,931	206,931	Indirect
Common Stock	Long-Term Incentive Plan Units	$0.00	22,040	22,040	Direct

Amount	Remaning Holdings	Nature of Ownership
262,859	262,859	Indirect
2,950,109	4,359,740	Indirect
819,036	819,036	Indirect
1,207,597	1,207,597	Indirect
850,379	850,379	Indirect
2,472,404	2,472,404	Indirect
566,832	566,832	Indirect
436,220	1,409,631	Indirect
2,671,456	2,671,456	Indirect
973,411	973,411	Indirect
206,931	206,931	Indirect
22,040	22,040	Direct

Footnotes

The operating partnership units ("OP Units") represent units of limited partnership interests in Landmark Apartment Trust of America Holdings, LP, of which the issuer is the general partner. The OP Units have the rights and preferences as set forth in the partnership agreement of the operating partnership of the issuer, and will, following a 12-month holding period, become redeemable 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 of the issuer), 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.
The OP Units were issued as part of the consideration paid by the issuer in connection with the issuer's purchase of certain properties, and are valued at approximately $8.15 per unit.
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.
The OP Units do not have an expiration date.
The long-term incentive plan units ("LTIP Units") are fully vested upon grant. LTIP Units are a special class of partnership interest in the issuer's operating partnership. Initially, the LTIP Units will not have full parity with the common units issued by the issuer's operating partnership with respect to liquidating distributions. Under the terms of the LTIP Units, the issuer's operating partnership will revalue its assets upon the occurrence of certain specified events, and any increase in the issuer's operating partnership's valuation from the time of grant until such event will be allocated first to the holders of the LTIP Units to equalize the capital transaction of such holders with the capital accounts of holders of common units. (Continued in footnote 7).
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 Registrant's common stock.
The LTIP Units do not have an expiration date.
Elco Landmark Residential Holdings LLC distributed 49,080 shares of common stock to Mr. Lubeck prior to the transaction reported herein.