Sec Form 4 Filing - McGinley James J III @ Monogram Residential Trust, Inc. - 2017-09-19

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
McGinley James J III
2. Issuer Name and Ticker or Trading Symbol
Monogram Residential Trust, Inc. [ MORE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Senior V.P. & Chief D.O
(Last) (First) (Middle)
C/O MONOGRAM RESIDENTIAL TRUST, INC., 5800 GRANITE PARKWAY, SUITE 1000
3. Date of Earliest Transaction (MM/DD/YY)
09/19/2017
(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 09/19/2017 D( 1 )( 2 ) 18,772 D ( 1 ) ( 2 ) $ 12 0 D
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
Restricted Stock Units $ 0 09/19/2017 D( 3 ) 40,374 ( 3 ) ( 3 ) Common Stock 40,374 $ 12 0 D
Performance Restricted Stock Units $ 0 09/19/2017 D( 4 ) 12,011 ( 4 ) ( 4 ) Common Stock 12,011 $ 12 0 D
Performance Restricted Stock Units $ 0 09/19/2017 D( 5 ) 9,699 ( 5 ) ( 5 ) Common Stock 9,699 $ 12 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McGinley James J III
C/O MONOGRAM RESIDENTIAL TRUST, INC.
5800 GRANITE PARKWAY, SUITE 1000
PLANO, TX75024
Senior V.P. & Chief D.O
Signatures
/s/ Kevin Satter, by Power of Attorney 09/20/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated July 4, 2017, by and among Monogram Residential Trust, Inc., a Maryland corporation (the "Issuer"), GS Monarch Parent, LLC, a Delaware limited liability company ("Parent"), and GS Monarch Acquisition, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent ("Acquisition Sub"), the Issuer merged with and into Acquisition Sub on September 19, 2017, with Acquisition Sub surviving as a wholly-owned subsidiary of Parent (the "Merger"). At the effective time of the Merger, each share of common stock, par value of $0.0001 per share ("Common Stock"), outstanding, automatically and without any required action on the part of the Reporting Person, was converted into the right to receive $12.00 in cash, without interest.
( 2 )Reported shares include 6,407 vested and deferred RSUs that vested prior to the effective time of the Merger and that were converted into the right to receive $12.00 in cash, without interest, at the effective time of the Merger
( 3 )Pursuant to the Merger Agreement, the Issuer merged with and into Acquisition Sub on September 19, 2017, with Acquisition Sub surviving as a wholly-owned subsidiary of Parent. At the effective time of the Merger, each time-based restricted stock unit award outstanding, automatically and without any required action on the part of the Reporting Person, became fully vested, all restrictions thereon lapsed and all such time-based restricted stock unit awards were converted into the right to receive a cash payment in an amount equal to $12.00, without interest, for each share of Common Stock subject to time-based restricted stock unit awards without regard to vesting, less any required withholding taxes.
( 4 )Pursuant to the Merger Agreement, the Issuer merged with and into Acquisition Sub on September 19, 2017, with Acquisition Sub surviving as a wholly-owned subsidiary of Parent. At the effective time of the Merger, each performance restricted stock unit award outstanding, automatically and without any required action on the part of the Reporting Person, became vested in full at the maximum performance level initially established for such award, which was based on the Issuer's annualized total stockholder return on an absolute basis from March 3, 2017 through August 20, 2017, and each such performance restricted stock unit award and related agreement was cancelled and converted into the right to receive a cash payment in an amount equal to $12.00, without interest, for each share of Common Stock subject to such performance stock unit award, less any required withholding taxes.
( 5 )Pursuant to the Merger Agreement, the Issuer merged with and into Acquisition Sub on September 19, 2017, with Acquisition Sub surviving as a wholly-owned subsidiary of Parent. At the effective time of the Merger, each performance restricted stock unit award outstanding, automatically and without any required action on the part of the Reporting Person, became vested in full at the maximum performance level initially established for such award, which was based on the Issuer's annualized total stockholder return relative to a selected peer group from March 3, 2017 through August 20, 2017, and each such performance restricted stock unit award and related agreement was cancelled and converted into the right to receive a cash payment in an amount equal to $12.00, without interest, for each share of Common Stock subject to such performance stock unit award, less any required withholding taxes.

Remarks:
Exhibit 24 - Power of Attorney

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