Amended Statement of Beneficial Ownership (sc 13d/a)
October 07 2016 - 4:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
Independence
Realty Trust, Inc.
(Name of Issuer)
Common Stock,
$0.01 par value per share
(Title of Class of Securities)
45378A 106
(CUSIP
Number)
James J. Sebra
Chief
Financial Officer and Treasurer
RAIT Financial Trust
Two Logan Square
100 N.
18
th
St., 23
rd
Fl.
Philadelphia, Pennsylvania 19103
(215) 243-9000
with
a copy to:
Anders Laren
Senior Managing Director
RAIT Financial Trust
Two
Logan Square
100 N. 18
th
St.,
23
rd
Fl.
Philadelphia, Pennsylvania 19103
(215) 243-9000
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 5, 2016
(Date of Event Which Requires Filing of This Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.
¨
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be
deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. 45378A 106
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1.
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Names of
reporting persons
RAIT Financial Trust
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2.
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Check the appropriate box if a member
of a group (see instructions)
(a)
¨
(b)
x
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3.
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SEC use only
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4.
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Source of funds (see instructions)
N/A
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5.
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Check if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e)
x
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6.
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Citizenship or place of
organization
Maryland
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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7.
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Sole voting power
-0-
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8.
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Shared voting power
-0-
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9.
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Sole dispositive power
-0-
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10.
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Shared dispositive power
-0-
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11.
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Aggregate amount beneficially owned by each reporting person
-0-
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12.
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
¨
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13.
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Percent of class represented by amount
in Row (11)
-0-
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14.
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Type of reporting person (see
instructions)
HC/OO
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-2-
CUSIP No. 45378A 106
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1.
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Names of
reporting persons
RAIT NTR Holdings, LLC
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2.
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Check the appropriate box if a member
of a group (see instructions)
(a)
¨
(b)
x
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3.
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SEC use only
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4.
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Source of funds (see instructions)
N/A
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5.
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Check if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e)
x
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6.
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Citizenship or place of
organization
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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7.
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Sole voting power
-0-
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8.
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Shared voting power
-0-
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9.
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Sole dispositive power
-0-
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10.
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Shared dispositive power
-0-
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11.
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Aggregate amount beneficially owned by each reporting person
-0-
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12.
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
¨
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13.
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Percent of class represented by amount
in Row (11)
-0-
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14.
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Type of reporting person (see
instructions)
OO
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-3-
CUSIP No. 45378A 106
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1.
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Names of
reporting persons
Taberna IR Holdings Member, LLC
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2.
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Check the appropriate box if a member
of a group (see instructions)
(a)
¨
(b)
x
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3.
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SEC use only
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4.
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Source of funds (see instructions)
N/A
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5.
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Check if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e)
x
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6.
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Citizenship or place of
organization
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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7.
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Sole voting power
-0-
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8.
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Shared voting power
-0-
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9.
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Sole dispositive power
-0-
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10.
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Shared dispositive power
-0-
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11.
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Aggregate amount beneficially owned by each reporting person
-0-
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12.
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
¨
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13.
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Percent of class represented by amount
in Row (11)
-0-
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14.
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Type of reporting person (see
instructions)
OO
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-4-
CUSIP No. 45378A 106
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1.
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Names of
reporting persons
Belle Creek Member, LLC
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2.
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Check the appropriate box if a member
of a group (see instructions)
(a)
¨
(b)
x
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3.
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SEC use only
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4.
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Source of funds (see instructions)
N/A
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5.
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Check if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e)
x
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6.
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Citizenship or place of
organization
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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7.
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Sole voting power
-0-
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8.
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Shared voting power
-0-
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9.
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Sole dispositive power
-0-
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10.
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Shared dispositive power
-0-
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11.
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Aggregate amount beneficially owned by each reporting person
-0-
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12.
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
¨
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13.
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Percent of class represented by amount
in Row (11)
-0-
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14.
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Type of reporting person (see
instructions)
OO
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-5-
CUSIP No. 45378A 106
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1.
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Names of
reporting persons
Crestmont Member, LLC
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2.
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Check the appropriate box if a member
of a group (see instructions)
(a)
¨
(b)
x
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3.
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SEC use only
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4.
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Source of funds (see instructions)
N/A
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5.
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Check if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e)
x
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6.
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Citizenship or place of
organization
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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7.
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Sole voting power
-0-
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8.
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Shared voting power
-0-
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9.
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Sole dispositive power
-0-
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10.
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Shared dispositive power
-0-
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11.
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Aggregate amount beneficially owned by each reporting person
-0-
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12.
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
¨
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13.
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Percent of class represented by amount
in Row (11)
-0-
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14.
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Type of reporting person (see
instructions)
OO
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-6-
CUSIP No. 45378A 106
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1.
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Names of
reporting persons
Copper Mill Member, LLC
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2.
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Check the appropriate box if a member
of a group (see instructions)
(a)
¨
(b)
x
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3.
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SEC use only
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4.
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Source of funds (see instructions)
N/A
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5.
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Check if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e)
x
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6.
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Citizenship or place of
organization
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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7.
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Sole voting power
-0-
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8.
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Shared voting power
-0-
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9.
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Sole dispositive power
-0-
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10.
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Shared dispositive power
-0-
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11.
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Aggregate amount beneficially owned by each reporting person
-0-
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12.
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
¨
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13.
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Percent of class represented by amount
in Row (11)
-0-
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14.
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Type of reporting person (see
instructions)
OO
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-7-
CUSIP No. 45378A 106
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1.
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Names of
reporting persons
Heritage Trace Member, LLC
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2.
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Check the appropriate box if a member
of a group (see instructions)
(a)
¨
(b)
x
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3.
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SEC use only
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4.
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Source of funds (see instructions)
N/A
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5.
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Check if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e)
x
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6.
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Citizenship or place of
organization
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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7.
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Sole voting power
-0-
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8.
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Shared voting power
-0-
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9.
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Sole dispositive power
-0-
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10.
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Shared dispositive power
-0-
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11.
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Aggregate amount beneficially owned by each reporting person
-0-
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12.
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
¨
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13.
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Percent of class represented by amount
in Row (11)
-0-
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14.
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Type of reporting person (see
instructions)
OO
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-8-
CUSIP No. 45378A 106
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1.
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Names of
reporting persons
Tresa at Arrowhead Member, LLC
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2.
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Check the appropriate box if a member
of a group (see instructions)
(a)
¨
(b)
x
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3.
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SEC use only
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4.
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Source of funds (see instructions)
N/A
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5.
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Check if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e)
x
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6.
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Citizenship or place of
organization
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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7.
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Sole voting power
-0-
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8.
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Shared voting power
-0-
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9.
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Sole dispositive power
-0-
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10.
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Shared dispositive power
-0-
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11.
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Aggregate amount beneficially owned by each reporting person
-0-
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12.
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
¨
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13.
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Percent of class represented by amount
in Row (11)
-0-
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14.
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Type of reporting person (see
instructions)
OO
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-9-
CUSIP No. 45378A 106
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1.
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Names of
reporting persons
Centrepoint Member, LLC
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2.
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Check the appropriate box if a member
of a group (see instructions)
(a)
¨
(b)
x
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3.
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SEC use only
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4.
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Source of funds (see instructions)
N/A
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5.
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Check if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e)
x
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6.
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Citizenship or place of
organization
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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7.
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Sole voting power
-0-
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8.
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Shared voting power
-0-
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9.
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Sole dispositive power
-0-
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10.
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Shared dispositive power
-0-
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11.
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Aggregate amount beneficially owned by each reporting person
-0-
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12.
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
¨
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13.
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Percent of class represented by amount
in Row (11)
-0-
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14.
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Type of reporting person (see
instructions)
OO
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-10-
CUSIP No. 45378A 106
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1.
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Names of
reporting persons
Cumberland Member, LLC
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2.
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Check the appropriate box if a member
of a group (see instructions)
(a)
¨
(b)
x
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3.
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SEC use only
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4.
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Source of funds (see instructions)
N/A
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5.
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Check if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e)
x
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6.
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Citizenship or place of
organization
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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7.
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Sole voting power
-0-
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8.
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Shared voting power
-0-
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9.
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Sole dispositive power
-0-
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10.
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Shared dispositive power
-0-
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11.
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Aggregate amount beneficially owned by each reporting person
-0-
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12.
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
¨
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13.
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Percent of class represented by amount
in Row (11)
-0-
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14.
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Type of reporting person (see
instructions)
OO
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-11-
Item 1. Security and Issuer
This Amendment No. 6 to Schedule 13D (this “
Amendment No. 6
”) amends the Schedule 13D filed on August 26, 2013,
as amended by Amendment No. 1 filed on February 7, 2014, Amendment No. 2 filed on July 23, 2014, Amendment No. 3 filed on December 10, 2014, Amendment No. 4 filed on May 21, 2015, and Amendment No. 5
filed on September 25, 2015 (collectively, the “
Original Schedule 13D
”) and relates to the common stock, par value $0.01 per share (“
Common Stock
”), of Independence Realty Trust, Inc., a Maryland corporation
(“
IRT
”). The address of the principal executive offices of IRT is Two Logan Square, 100 N. 18
th
Street, 23
rd
Floor,
Philadelphia, Pennsylvania 19103. This Amendment No. 6 is being filed solely to amend the facing pages, Item 1, Item 2, Item 3, Item 4, Item 5, Item 6 and Item 7, as set forth below. Capitalized terms used
herein and not otherwise defined in this Amendment No. 6 have the meanings set forth in the Original Schedule 13D.
Item 2. Identity and
Background
The first paragraph of Item 2 of the Original Schedule 13D is hereby amended by replacing the last sentence thereof
with the following:
The address of the principal business and principal executive offices of each of RAIT and the Subsidiaries is Two
Logan Square, 100 N. 18
th
Street, 23
rd
Floor, Philadelphia, PA 19103.
Annex I of the Original Schedule 13D is amended and restated in the manner attached as Annex I to this Amendment No. 6.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Original Schedule 13D is hereby amended and restated as follows:
Not applicable.
Item 4. Purpose of
Transaction
Item 4 of the Original Schedule 13D is hereby amended and restated as follows:
Not applicable.
Item 5. Interest in
Securities of the Issuer
Item 5 of the Original Schedule 13D is hereby amended and restated as follows:
(a) – (b) RAIT and the Subsidiaries beneficially own zero (0) shares of IRT Common Stock, or zero (0) percent of the
outstanding shares of IRT Common Stock, and do not have voting or dispositive power over any shares of IRT Common Stock, as set forth in Items 7 through 11 and 13 of the cover pages of this Amendment No. 6, which items are hereby incorporated
herein by reference.
(c) On October 5, 2016, pursuant to the Securities and Asset Purchase Agreement dated as of September 27,
2016 by and among RAIT, Jupiter Communities, LLC, RAIT TRS, LLC, the Subsidiaries, IRT and Independence Realty Operating Partnership, LP, IRT purchased all 7,269,719 shares of IRT Common Stock that were owned by the Subsidiaries at a price of $8.55
per share of IRT Common Stock.
(d) Not applicable.
(e) RAIT and the Subsidiaries ceased to be the beneficial owner of more than five percent of IRT’s Common Stock on October 5, 2016.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Original Schedule 13D is hereby amended and supplemented by the addition of the following:
On October 5, 2016, pursuant to the Securities and Asset Purchase Agreement dated as of September 27, 2016 by and among RAIT,
Jupiter Communities, LLC, RAIT TRS, LLC, the Subsidiaries, IRT and Independence Realty Operating Partnership, LP, IRT purchased all 7,269,719 shares of IRT Common Stock that were owned by the Subsidiaries for the price of $8.55 per share of IRT
Common Stock.
Item 7. Material to Be Filed as Exhibits
Item 7 of the Original Schedule 13D is hereby amended by including the following at the end thereof:
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Exhibit I:
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Securities and Asset Purchase Agreement, by and among RAIT Financial Trust, Jupiter Communities, LLC, RAIT TRS, LLC, certain selling stockholders of RAIT, Independence Realty Trust, Inc., and Independence Realty Operating
Partnership, LP, dated as of September 27, 2016
1
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1
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Incorporated by reference to Exhibit 10.1 to RAIT’s Current Report on Form 8-K filed with the SEC on September 27, 2016.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Date: October 7, 2016
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RAIT Financial Trust
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By:
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/s/ James J. Sebra
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Name:
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James J. Sebra
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Title:
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Chief Financial Officer and Treasurer
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ANNEX I
Executive Officers and Trustees of RAIT Financial Trust
Each trustee and executive officer listed in the table below is a citizen of the United States.
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Name
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Business Address
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Title
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Principal Occupation and Employer
(if different from previous)
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Scott F. Schaeffer
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Two Logan Square
100 N. 18
th
St., 23
rd
Fl.
Philadelphia, PA 19103
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Chief Executive Officer and Chairman of the Board of Trustees
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Not applicable
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James J. Sebra
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Two Logan Square
100 N. 18
th
St., 23
rd
Fl.
Philadelphia, PA 19103
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Chief Financial Officer & Treasurer
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Not applicable
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Scott L. N. Davidson
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Two Logan Square
100 N. 18
th
St., 23
rd
Fl.
Philadelphia, PA 19103
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President
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Not applicable
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John J. Reyle
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Two Logan Square
100 N. 18
th
St., 23
rd
Fl.
Philadelphia, PA 19103
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Senior Managing Director & Chief Legal Officer
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Not applicable
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Andrew M. Batinovich
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Two Logan Square
100 N. 18
th
St., 23
rd
Fl.
Philadelphia, PA 19103
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Trustee
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President and Chief Executive Officer, Glenborough, LLC
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Edward S. Brown
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Two Logan Square
100 N. 18
th
St., 23
rd
Fl.
Philadelphia, PA 19103
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Trustee
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President, Edward S. Brown Group
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Frank A. Farnesi
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Two Logan Square
100 N. 18
th
St., 23
rd
Fl.
Philadelphia, PA 19103
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Trustee
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Retired
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S. Kristin Kim
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Two Logan Square
100 N. 18
th
St., 23
rd
Fl.
Philadelphia, PA 19103
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Trustee
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Founder, Sansori
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Michael J. Malter
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Two Logan Square
100 N. 18
th
St., 23
rd
Fl.
Philadelphia, PA 19103
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Trustee
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Retired
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Jon C. Sarkisian
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Two Logan Square
100 N. 18
th
St., 23
rd
Fl.
Philadelphia, PA 19103
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Trustee
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Executive Vice President, CBRE Group, Inc.
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Andrew M. Silberstein
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Two Logan Square
100 N. 18
th
St., 23
rd
Fl.
Philadelphia, PA 19103
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Trustee
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Partner, Almanac Realty Investors, LLC
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Murray Stempel III
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Two Logan Square
100 N. 18
th
St., 23
rd
Fl.
Philadelphia, PA 19103
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Trustee
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Director, Royal Bancshares of Pennsylvania, Inc.
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Independence Realty (NYSE:IRT)
Historical Stock Chart
From Oct 2024 to Nov 2024
Independence Realty (NYSE:IRT)
Historical Stock Chart
From Nov 2023 to Nov 2024
