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Filing Details

Accession Number:: 0001209191-14-069480
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-11-18 10:42:43
Reporting Period:: 2014-11-14

Filing Date:: 2014-11-18
Accepted Time:: 2014-11-18 10:42:43
SEC Url:: Form 4 Filing

Issuer

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

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1555655	Joseph Lubeck	3505 E. Frontage Road, Suite 150 Tampa FL 33607	See Remarks	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	2014-11-14	178,506	$8.15	0	No	4	S	Indirect	JLCo LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	JLCo LLC

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Operating Partnership Units	Disposition	2014-11-14	373,641	$8.15	373,641	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2,574,403			No	4	S	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	0	Indirect	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	Long-Term Incentive Plan Units	$0.00	216,363	216,363	Direct
Common Stock	Operating Partnership Units	$0.00	756,101	756,101	Direct
Common Stock	Operating Partnership Units	$0.00	0	0	Indirect
Common Stock	Operating Partnership Units	$0.00	30,918	30,918	Indirect
Common Stock	Operating Partnership Units	$0.00	4,347,320	4,347,320	Indirect
Common Stock	Operating Partnership Units	$0.00	3,548,002	3,548,002	Indirect
Common Stock	Operating Partnership Units	$0.00	262,859	262,859	Indirect
Common Stock	Operating Partnership Units	$0.00	47,000	47,000	Indirect
Common Stock	Operating Partnership Units	$0.00	2,180,037	2,180,037	Indirect

Amount	Remaning Holdings	Nature of Ownership
216,363	216,363	Direct
756,101	756,101	Direct
0	0	Indirect
30,918	30,918	Indirect
4,347,320	4,347,320	Indirect
3,548,002	3,548,002	Indirect
262,859	262,859	Indirect
47,000	47,000	Indirect
2,180,037	2,180,037	Indirect

Footnotes

In prior reports, the reporting person reported beneficial ownership of 1,399,794.734 shares of common stock of the issuer held by Elco Landmark Residential Holdings LLC ("ELRH"). On November 13, 2014, ELRH made a pro rata distribution to its members of all 1,399,794.734 shares of common stock of the issuer held by it, so that, upon such distribution, JLCo LLC, a member of ELRH, received 178,506 shares of common stock of the issuer.
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.
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.
The LTIP Units vested immediately.
The LTIP Units do not have an expiration date.
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.
The OP Units do not have an expiration date.
In prior reports, the reporting person reported beneficial ownership of 20,974,263.669 OP Units held by ELRH. On November 13, 2014, ELRH made a pro rata distribution to its members of all 20,974,263.669 OP Units held by it, so that, upon such distribution, JLCo LLC, a member of ELRH, received 2,948,044.410 OP Units.
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.