SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* Garfield Howard Steven (Last) (First) (Middle) C/O MONOGRAM RESIDENTIAL TRUST, INC. 5800 GRANITE PARKWAY, SUITE 1000 (Street) PLANO TX 75024 (City) (State) (Zip)	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) SVP, CAO, Treas & Asst Sec.
	3. Date of Earliest Transaction (Month/Day/Year) 09/19/2017
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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. 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	09/19/2017		D(1)(2)		121,319	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 (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
Restricted Stock Units	$0	09/19/2017		D(3)			61,715	(3)	(3)	Common Stock	61,715	$12	0	D
Performance Restricted Stock Units	$0	09/19/2017		D(4)			14,761	(4)	(4)	Common Stock	14,761	$12	0	D
Performance Restricted Stock Units	$0	09/19/2017		D(5)			11,920	(5)	(5)	Common Stock	11,920	$12	0	D

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 20,710 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

	/s/ Kevin Satter, by Power of Attorney	09/20/2017
	** 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).
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