Sec Form 4 Filing - RAIT Financial Trust @ INDEPENDENCE REALTY TRUST, INC - 2016-10-05

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person RAIT Financial Trust 2. Issuer Name and Ticker or Trading Symbol INDEPENDENCE REALTY TRUST, INC [ IRT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) TWO LOGAN SQUARE,, 100 N. 18TH ST., 23 RD FL. 3. Date of Earliest Transaction (MM/DD/YY) 10/05/2016 (Street) PHILADELPHIA, PA19103 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10/05/2016( 1 ) S( 1 ) 7,269,719 ( 1 ) D $ 8.55 ( 1 ) 0 I See footnote ( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RAIT Financial Trust TWO LOGAN SQUARE, 100 N. 18TH ST., 23 RD FL. PHILADELPHIA, PA19103 X Belle Creek Member, LLC TWO LOGAN SQUARE 100 N. 18TH ST., 23 RD FL. PHILADELPHIA, PA19103 X Centrepoint Member, LLC TWO LOGAN SQUARE 100 N. 18TH ST., 23 RD FL. PHILADELPHIA, PA19103 X Copper Mill Member, LLC TWO LOGAN SQUARE 100 N. 18TH ST., 23 RD FL. PHILADELPHIA, PA19103 X Crestmont Member, LLC TWO LOGAN SQUARE 100 N. 18TH ST., 23 RD FL. PHILADELPHIA, PA19103 X Cumberland Member, LLC TWO LOGAN SQUARE 100 N. 18TH ST., 23 RD FL. PHILADELPHIA, PA19103 X Heritage Trace Member, LLC TWO LOGAN SQUARE 100 N. 18TH ST., 23 RD FL. PHILADELPHIA, PA19103 X RAIT NTR Holdings, LLC TWO LOGAN SQUARE 100 N. 18TH ST., 23 RD FL PHILADELPHIA, PA19103 X Taberna IR Holdings Member, LLC TWO LOGAN SQUARE 100 N. 18TH ST., 23 RD FL. PHILADELPHIA, PA19103 X Tresa At Arrowhead Member, LLC TWO LOGAN SQUARE 100 N. 18TH ST., 23 RD FL. PHILADELPHIA, PA19103 X Signatures /s/ Anders F. Laren, attorney-in fact 10/06/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares represent the aggregate number of shares that were sold by subsidiaries of RAIT Financial Trust, as follows: RAIT NTR Holdings, LLC-2,060,719, Belle Creek Member, LLC-352,500, Centrepoint Member, LLC-1,190,000, Copper Mill Member, LLC-736,500, Crestmont Member, LLC-675,000, Cumberland Member, LLC-690,000, Heritage Trace Member, LLC-550,000, Taberna IR Holdings Member, LLC-97,500, and Tresa At Arrowhead Member, LLC-917,500. These shares were sold at the first closing contemplated by the Securities and Asset Purchase Agreement dated as of September 27, 2016 by and among RAIT Financial Trust ("RAIT"), affiliates of RAIT named therein, Independence Realty Trust, Inc. and Independence Realty Operating Partnership, LP.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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