UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 1219, 2019

INLAND RESIDENTIAL PROPERTIES TRUST, INC.
(Exact Name of Registrant as Specified in its Charter)

Maryland (State or Other Jurisdiction of Incorporation)	000-55765 (Commission File Number)	80-0966998 (IRS Employer Identification No.)
2901 Butterfield Road Oak Brook, Illinois 60523 (Address of Principal Executive Offices)
(630) 218-8000 (Registrant’s Telephone Number, Including Area Code)
N/A (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [X]

Item 1.01. Entry into a Material Definitive Agreement.

On February 1219, 2019, ~~Inland~~IRESI Montgomery Mitylene, L.L.C. (the “Mitylene Subsidiary”), an indirect wholly owned subsidiary of Inland Residential Properties Trust, Inc. (the “Company”), ~~through~~and ~~IRESI~~B ~~Frederick~~& ~~Market~~M ~~Square~~Development Company, L.L.C., an ~~indirect~~unaffiliated ~~wholly owned~~third ~~subsidiary~~party ~~of the Company~~ (the “~~Retreat Subsidiary~~Buyer”), entered into ana second amendment (the "Amendment") to the agreement ~~with~~between ~~515~~those ~~22nd~~parties ~~Street Limited~~dated ~~Partnership~~December 21, 2018, anas ~~unaffiliated~~amended ~~third~~by ~~party~~the first amendment thereto dated January 23, 2019 (the ~~“Buyer”~~"Agreement"), to sell the property located at ~~300~~8850 ~~Cormorant~~Crosswind ~~Place~~Drive, ~~Frederick~~ Montgomery, ~~Maryland~~Alabama, commonly known as “~~The~~Verandas ~~Retreat~~ at ~~Market Square~~Mitylene” (the “Property”) to the Buyer ~~for approximately $47~~.0 ~~million~~The ~~excluding~~entry ~~closing~~into ~~costs,~~the ~~commissions,~~Agreement and ~~certain~~its ~~prorations~~material ~~and~~terms ~~adjustments~~were (previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchanges Commission (“~~Agreement~~SEC”)~~. Sale~~ ofon December 28, 2018, and the ~~Property~~entry isinto ~~subject~~the first amendment to ~~conditions~~the ~~contained~~Agreement and its material terms were previously disclosed in the ~~Agreement~~Company’s Current Report on Form 8-K filed with the SEC on January 25, 2019.

The ~~Agreement~~Amendment extends ~~contains~~the ~~customary~~due ~~representations~~diligence ~~and~~period ~~warranties,~~only ~~which~~for ~~survive~~ the ~~closing~~Buyer ofto complete its equity structure for the ~~sale~~transaction ~~until~~from ~~December~~February 3119, 2019. ~~The~~to ~~Agreement limits the~~February ~~Retreat~~22, ~~Subsidiary’s~~2019, ~~aggregate~~which ~~liability~~includes to the Buyer ~~for~~entering ~~any~~into ~~claim~~certain inoperating ~~connection~~agreements with ~~the~~a ~~Agreement~~joint orventure ~~the~~partner ~~Property,~~unaffiliated ~~including~~with the ~~without~~Company. ~~limitation~~If ~~any~~the ~~claim~~Buyer ~~for~~is ~~breach~~unable ofto ~~any~~complete ~~representation~~its orequity ~~warranty~~structure offor the ~~Retreat Subsidiary~~transaction, tothe noBuyer ~~more~~may ~~than~~terminate ~~$650,000; except~~the ~~that,~~Agreement ~~this~~by providing ~~limitation~~written ~~does~~notice ~~not apply~~ to ~~any of~~ the ~~Retreat~~Mitylene Subsidiary’s ~~liability~~by ~~for~~February ~~pre-closing~~22, ~~water~~2019. ~~usage~~Upon attermination, the ~~Property.~~ Inearnest ~~the~~money ~~event~~of ~~that~~$500,000 ~~the~~will be ~~Retreat~~returned ~~Subsidiary~~to ~~has~~the ~~not~~Buyer, ~~reached full~~ and ~~final~~no ~~resolution~~party ~~with~~to the ~~city~~Agreement ~~water~~will ~~department~~have ~~prior to~~any ~~closing~~further inliability ~~connection~~to ~~with~~the ~~any~~other, ~~discrepancy~~other ~~over~~than ~~amounts~~the ~~owed~~Buyer's ~~for~~obligations to: ~~pre-closing~~repair ~~water~~any ~~usage~~damage orto the ~~metering~~Property ~~system,~~resulting from the ~~Retreat Subsidiary~~Buyer’s ~~must~~inspection ~~indemnify~~of the ~~Buyer~~Property; ~~and~~indemnify the ~~title~~tenants ~~company against any lien in favor~~ of the ~~city~~ Property, ~~and~~ the ~~Retreat~~Mitylene Subsidiary ~~must escrow~~and ~~with~~its affiliates against liability arising from the ~~title~~Buyer’s ~~company~~inspection or investigations at ~~closing~~the anProperty; ~~amount~~and ~~equal~~return to ~~$250~~the Mitylene Subsidiary,~~000~~ toor beconfirm ~~held~~destruction byof, ~~the~~all ~~title~~documents ~~company~~provided ~~until~~by the ~~full~~Mitylene ~~and final resolution~~Subsidiary with respect to the ~~city~~Property, ~~but~~each inpursuant noto ~~event~~the ~~more~~terms ~~than~~of ~~12 months after~~ the ~~closing date~~Agreement.

The ~~Buyer~~foregoing ~~has~~summary ~~funded an~~description ~~earnest money deposit into escrow in the amount~~ of ~~$1.0 million pursuant to~~ the Amendment does ~~terms~~not ofpurport ~~the Agreement, with $150,000 being non-refundable~~ to ~~the~~be ~~Buyer~~complete ~~immediately,~~ and ~~the remaining escrow amount of $850,000 becoming non-refundable upon the expiration of the due diligence period on February 25, 2019; except that, the entire earnest money amount~~ is ~~refundable~~qualified ~~where, among other things, the Buyer terminates the Agreement due to a default by the Retreat Subsidiary~~ in its ~~obligations~~entirety ~~under~~by ~~the~~reference ~~Agreement or due~~ to the ~~Retreat~~full ~~Subsidiary’s failure~~text ~~to satisfy any~~ of the ~~conditions precedent to the Buyer’s obligations under the Agreement~~ Amendment, ~~and the remaining escrow~~ ~~amount~~a ofcopy ~~$850,000 is refundable past expiration~~ of ~~the~~which ~~due~~will ~~diligence~~be ~~period~~filed ~~on February 25, 2019 where the Buyer terminates the Agreement~~ as aan ~~result~~exhibit ~~of the Retreat Subsidiary’s failure~~ to ~~convey~~a ~~title~~future tofiling ~~the~~by ~~Property pursuant to~~ the ~~terms~~Company ofwith the ~~Agreement~~SEC.

The sale is expected to close by March 29, 2019, subject to the closing conditions set forth in the Agreement being satisfied.

The foregoing summary description of the material terms of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which will be filed as an exhibit to a future filing by the Company with the Securities and Exchange Commission (the “SEC”).

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” made under the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. The statements may be identified by terminology such as "may", “can”, "would", “will”, "expect", "intend", "estimate", "anticipate", "plan", "seek", "appear", or "believe". These statements reflect the current view of the Company with respect to future events and are subject to certain risks, uncertainties and assumptions related to certain factors including, without limitation, the uncertainties related to the sale of the Property, the funding of earnest money deposits into escrow, general economic conditions, unforeseen events affecting the real estate industry or particular markets, and other factors detailed under Risk Factors in the Company’s most recent Form 10-K/A for the year ended December 31, 2017 filed on March 21, 2018 and subsequent Form 10-Qs and Form 8-Ks on file with the SEC.

Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. You should exercise caution when considering forward-looking statements and not place undue reliance on them. Based upon changing conditions, should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein. Except as required by federal securities laws, the Company undertakes no obligation to publicly update or revise any written or oral forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason after the date of this Current Report on Form 8-K. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the applicable cautionary statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		INLAND RESIDENTIAL PROPERTIES TRUST, INC.
Date:	February 1922, 2019	By:	/s/ Mitchell A. Sabshon
		Name:	Mitchell A. Sabshon
		Title	President and Chief Executive Officer

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