| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Trade Street Residential, Inc. [ TSRE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/17/2015 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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, par value $0.01 | 09/17/2015 | J(1) | 9,316,055 | D | (1) | 0 | I | See foonote(2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Each share of Common Stock of the Issuer was disposed of pursuant to the Agreement and Plan of Merger dated as of May 11, 2015, by and among Independence Realty Trust, Inc. ("IRT"), Independence Realty Operating Partnership, LP, IRT's operating partnership ("IROP"), Adventure Merger Sub LLC, a direct wholly-owned subsidiary of IROP, IRT Limited Partner, LLC, a direct wholly-owned subsidiary of IRT, the Issuer, and Trade Street Operating Partnership, LP, the Issuer's operating partnership, for $3.80 and 0.4108 share of IRT's common stock, par value $0.01 per share ("IRT Common Stock"). Based on the closing price of IRT Common Stock on the NYSE MKT of $7.27 on September 16, 2015, the aggregate value of the per share merger consideration equals $6.79, comprised of $3.80 of cash and 0.4108 share of IRT Common Stock with a market value of $2.99. |
| 2. Senator Investment Group LP, a Delaware limited partnership, ("Senator") serves as investment manager to certain investment funds the ("Funds") and has investment discretion with respect to the securities reported herein which are held by the Funds. Messrs. Douglas Silverman and Alexander Klabin are each Co-Chief Executive Officers of Senator. The general partner of Senator is Senator Management LLC (the "Senator GP"). Messrs. Silverman and Klabin indirectly control the Senator GP. The filing of this statement shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein. |
| Remarks: |
| Michael Simanovsky, an employee of Senator, served on the Board of Directors of the Issuer as a representative of the Funds. Accordingly, the Reporting Persons may have been deemed to be directors by deputization. The Power of Attorney dated as of April 24, 2013 executed by Douglas Silverman authorizing Evan Gartenlaub to sign and file this form on his behalf, which was filed with the Securities and Exchange Commission with the Schedule 13G filed by Senator on April 24, 2013, is hereby incorporated herein by reference. The Power of Attorney dated as of April 24, 2013 executed by Alexander Klabin authorizing Evan Gartenlaub to sign and file this form on his behalf, which was filed with the Securities and Exchange Commission with the Schedule 13G filed by Senator on April 24, 2013, is hereby incorporated herein by reference. |
| Senator Investment Group LP; by: /s/ Evan Gartenlaub, General Counsel | 09/21/2015 | |
| Douglas Silverman; By /s/Evan Gartenlaub as Attorney-in-Fact | 09/21/2015 | |
| Alexander Klabin; By: /s/Evan Gartenlaub as Attorney-in-Fact | 09/21/2015 | |
| ** 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 Number. | ||