Sec Form 4 Filing - AISNER ROBERT S @ Monogram Residential Trust, Inc. - 2017-01-02

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 AISNER ROBERT S 2. Issuer Name and Ticker or Trading Symbol Monogram Residential Trust, Inc. [ MORE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O MONOGRAM RESIDENTIAL TRUST, INC., 5800 GRANITE PARKWAY, SUITE 1000 3. Date of Earliest Transaction (MM/DD/YY) 01/02/2017 (Street) PLANO, TX75024 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 01/02/2017 P 2,697 A 31,741.945 ( 2 ) D Common Stock 01/02/2017 J( 3 ) 20,098 D 0 I Through Behringer Harvard 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 Convertible Stock ( 4 ) 01/02/2017 J( 5 ) 1,000 ( 6 ) ( 7 ) Common Stock ( 8 ) $ 1 0 I Through Behringer Harvard Multifamily Adisors LLP

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other AISNER ROBERT S C/O MONOGRAM RESIDENTIAL TRUST, INC. 5800 GRANITE PARKWAY, SUITE 1000 PLANO, TX75024 X Signatures /s/ Robert S. Aisner 04/21/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person acquired these securities as part of the consideration paid for redemption of his membership interests in Behringer Harvard Holdings, LLC. ( 2 )As of February 1, 2017, 8,835 of the shares reported in this box are shares of common stock of Monogram Residential Trust, Inc. and 22,906.945 are shares related to restricted stock units awarded to the reporting person that are subject to specified vesting and settlement provisions. ( 3 )As a result of the redemption of his membership interests in and retirement from Behringer Harvard Holdings, LLC, the reporting person is no longer deemed a beneficial owner of these securities. At the time of Mr. Aisner's retirement and redemption of his membership interests in Behringer Harvard Holdings, LLC, Behringer Harvard Holdings, LLC owned 20,098 shares of Monogram Financial Trust common stock. The value as of the date of his retirement was $10.73 per share, based on the closing price on January 3, 2017, the next following trading day. ( 4 )There is no exercise price for conversion of the reported securities. ( 5 )As a result of the redemption of his membership interests in and retirement from Behringer Harvard Holdings, LLC, whicn owns and controls directly 100% of the sole general partner and owns and controls indirectly 100% of the sole limited partner of Behringer Harvard Multifamily Advisors I LP, the reporting person is no longer deemed a beneficial owner of these securities. ( 6 )These securities shall become convertible: (i) upon termination of the Advisory Management Agreement entered into between Behringer Harvard Multifamily Advisors I LP (the "Advisor") and Monogram Residential Trust, Inc. (the "Company"); (ii) if the Company has paid distributions to common stockholders such that aggregate distributions are equal to 100% of the price at which the Company sold its outstanding shares of common stock plus an amount sufficient to produce a 7% cumulative, non-compounded, annual return at that price; or (iii) the listing of the common stock for trading on a national securities exchange. ( 7 )Other than upon termination or expiration without renewal of the Advisory Management Agreement with the Advisor by the Company because of a material breach by the Advisor, there is no expiration date on these outstanding reportable securities becoming convertible. ( 8 )The number of shares of common stock into which these reported securities shall become convertible shall be determined at the time of conversion pursuant to the terms of the convertible shares. The terms of the convertible changed on September 3, 2008 pursuant to Articles Supplementary to the Company's charter filed by the Company on such date.

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