Sec Form 4 Filing - Lubeck Joseph @ Landmark Apartment Trust, Inc. - 2014-11-14

Insider filing report for Changes in Beneficial Ownership
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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
Lubeck Joseph
2. Issuer Name and Ticker or Trading Symbol
Landmark Apartment Trust, 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)
See Remarks
(Last) (First) (Middle)
3505 E. FRONTAGE ROAD, SUITE 150
3. Date of Earliest Transaction (MM/DD/YY)
11/14/2014
(Street)
TAMPA, FL33607
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 11/14/2014 S 178,506 D $ 8.15 0 I ( 9 ) JLCo LLC
Common Stock 0 ( 1 ) I ( 9 ) Elco Landmark Residential Holdings LLC
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
Long-Term Incentive Plan Units ( 2 ) ( 2 ) ( 3 ) ( 4 ) ( 2 )( 3 ) ( 5 ) Common Stock 216,363.48 216,363.48 D
Operating Partnership Units ( 6 ) ( 6 ) ( 7 ) Common Stock 756,101 756,101 D
Operating Partnership Units ( 6 ) ( 6 ) ( 7 ) Common Stock 0 0 ( 8 ) I ( 9 ) Elco Landmark Residential Holdings LLC
Operating Partnership Units ( 6 ) ( 6 ) ( 7 ) Common Stock 30,918 30,918 I ( 9 ) Marlu Associates, Ltd.
Operating Partnership Units ( 6 ) ( 6 ) ( 7 ) Common Stock 4,347,320 4,347,320 I ( 9 ) ELCO LR OPT II REIT LP
Operating Partnership Units ( 6 ) ( 6 ) ( 7 ) Common Stock 3,548,002 3,548,002 I ( 9 ) ELCO LR OPT I REIT LP
Operating Partnership Units ( 6 ) ( 6 ) ( 7 ) Common Stock 262,859 262,859 I ( 9 ) King Carlyle Club Mezz, LLC
Operating Partnership Units ( 6 ) ( 6 ) ( 7 ) Common Stock 47,000 47,000 I ( 9 ) ADMG Riverview Partners LP
Operating Partnership Units ( 6 ) ( 6 ) ( 7 ) Common Stock 2,180,036.56 2,180,036.56 I ( 9 ) Elco Landmark Residential Holdings II LLC
Operating Partnership Units ( 6 ) 11/14/2014 S 373,641 ( 6 ) ( 7 ) Common Stock 373,641 $ 8.15 2,574,403.41 I ( 9 ) JLCo LLC
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lubeck Joseph
3505 E. FRONTAGE ROAD, SUITE 150
TAMPA, FL33607
X See Remarks
Signatures
/s/ Joseph Lubeck 11/17/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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 Residen tial 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.
( 2 )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.
( 3 )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.
( 4 )The LTIP Units vested immediately.
( 5 )The LTIP Units do not have an expiration date.
( 6 )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.
( 7 )The OP Units do not have an expiration date.
( 8 )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.
( 9 )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.

Remarks:
Executive Chairman of the Board

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