Sec Form 4 Filing - Emery Rodney F @ Steadfast Apartment REIT, Inc. - 2020-09-29

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 Emery Rodney F 2. Issuer Name and Ticker or Trading Symbol Steadfast Apartment REIT, Inc. [ NONE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 18100 VON KARMAN AVENUE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 09/29/2020 (Street) IRVINE, CA92612 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 09/29/2020 J( 1 ) 67.14 A $ 15.23 622,719.92 I By Steadfast Apartment Advisor, LLC Common Stock 26,687 I By Steadfast REIT Investments, LLC ( 2 ) Common Stock 289,746 I By Steadfast Income Advisor, LLC ( 3 ) Common Stock 11,440 I By Steadfast Apartment Advisor III, LLC ( 4 ) Common Stock 46,764.93 D Common Stock 9,533 I By Spouse ( 5 )

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 Class B OP Units ( 6 ) 09/01/2021 ( 6 ) Common Stock 6,155,613.02 6,155,613.02 I By Steadfast REIT Investments, LLC ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Emery Rodney F 18100 VON KARMAN AVENUE, SUITE 200 IRVINE, CA92612 X Chief Executive Officer Signatures /s/ Gustav Bahn, as attorney-in-fact for Rodney F. Emery 10/01/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Steadfast Apartment Advisor, LLC, the issuer's former external advisor ("STAR Advisor"), received a monthly investment management fee that was paid 50% in shares of common stock of the issuer and 50% in cash. The share grant issued above is an adjustment for the month of August 2020. STAR Advisor is owned by Steadfast REIT Investments, LLC ("SRI") (discussed below), which is indirectly majority owned and controlled by the reporting person. The reporting person may be deemed to beneficially own the shares held by STAR Advisor, but the reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein. ( 2 )Shares are held directly by SRI. The reporting person may be deemed to beneficially own the shares held by SRI, but the reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein. Number of shares indicated in Item 5 does not include shares directly held by STAR Advisor, SIR Advisor and STAR III Advisor (each as defined herein). ( 3 )Shares are held directly by Steadfast Income Advisor, LLC ("SIR Advisor"), which is owned by SRI. The reporting person may be deemed to beneficially own the shares held by SIR Advisor, but the reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein. ( 4 )Shares are held directly by Steadfast Apartment Advisor III, LLC ("STAR III Advisor"), which is owned by SRI. The reporting person may be deemed to beneficially own the shares held by STAR III Advisor, but the reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein. ( 5 )Shares are held directly by reporting person's spouse. The reporting person disclaims beneficial ownership of such shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the shares for purposes of Section 16 or for any other purposes. ( 6 )The class B units of limited partnership interest ("Class B OP Units") in Steadfast Apartment REIT Operating Partnership, L.P., the operating partnership (the "Operating Partnership") of the issuer and of which the issuer is the general partner, were issued to SRI in exchange for assets contributed to the Operating Partnership in connection with the internalization of the management of the issuer and were valued at $15.23 per Class B OP Unit, which was the most recently estimated value per share of the issuer's common stock. Commencing two years from the date of issuance, each Class B OP Unit is redeemable for cash equal to the then-current market value of one share of the issuer's common stock or, at the election of the issuer, one share of the issuer's common stock. Class B OP Units have no expiration date. ( 7 )The reporting person may be deemed to beneficially own the Class B OP Units held by SRI, but the reporting person disclaims beneficial ownership of such Class B OP Units except to the extent of the reporting person's pecuniary interest therein.

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