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 OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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)

CIRA CENTRE, 2929 ARCH STREET, 17TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

7/21/2014
(Street)

PHILADELPHIA, PA 19104
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   7/21/2014     P    300000   (1) A $9.50   7269719   I   See footnote   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

Explanation of Responses:
( 1)  These shares were purchased directly by RAIT NTR Holdings, LLC, a subsidiary of RAIT Financial Trust, pursuant to the offering described in the issuer's prospectus supplement filed on July 16, 2014 filed with the Securities and Exchange Commission to the issuer's shelf registration statement (Registration No. 333-196033).
( 2)  These shares represent the aggregate number of shares held directly 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. Each direct holder expressly disclaims beneficial ownership of all shares held by the other members of the group. RAIT Financial Trust maintains shared control to vote and dispose of these shares and is thus deemed to beneficially own all such shares.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
RAIT Financial Trust
CIRA CENTRE
2929 ARCH STREET, 17TH FLOOR
PHILADELPHIA, PA 19104
X

RAIT NTR Holdings, LLC
CIRA CENTRE
2929 ARCH STREET, 17TH FLOOR
PHILADELPHIA, PA 19104
X


Signatures
/s/ Anders F. Laren, attorney-in fact 7/22/2014
** Signature of Reporting Person Date


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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Independence Realty (NYSE:IRT)
Historical Stock Chart
From Dec 2024 to Jan 2025 Click Here for more Independence Realty Charts.
Independence Realty (NYSE:IRT)
Historical Stock Chart
From Jan 2024 to Jan 2025 Click Here for more Independence Realty Charts.