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): ~~April~~ 27December 17, 2018

KBS LEGACY PARTNERS APARTMENT REIT, INC.

(Exact Name of Registrant as Specified in Its Charter)

______________________________________________________

Maryland

000-54673

27-0668930

(State or Other Jurisdiction of

Incorporation or Organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Maryland		000-54673		27-0668930
(State or Other Jurisdiction ofIncorporation or Organization)		(Commission File Number)		(I.R.S. EmployerIdentification No.)

800 Newport Center Drive, Suite 700

Newport Beach, California 92660

(Address of principal executive offices)

Registrant’s telephone number, including area code: (949) 417-6500

Not Applicable

(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 ¨ ☐

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. ¨ ☐

ITEM 8 1.01 ~~OTHER~~ENTRY ~~EVENTS~~INTO A MATERIAL DEFINITIVE AGREEMENT

~~Second~~Assignment ~~Liquidating~~and ~~Distribution~~Assumption ~~Authorized~~Agreement

~~Pursuant to the Plan of Liquidation~~On December 17, ~~on April 27,~~ 2018, KBS Legacy Partners Apartment REIT, Inc.’s (the “Company”) ~~board~~entered ofinto ~~directors~~an ~~authorized~~Assignment aand ~~second~~Assumption ~~liquidating~~Agreement ~~distribution~~(the in“Agreement”) ~~the~~with ~~amount~~KBS-Legacy ofApartment ~~$4.16~~Community REIT ~~per~~Venture, ~~share~~LLC of(the ~~common~~“Sub-Advisor”) ~~stock~~pursuant to which the Company’s, ~~stockholders~~on behalf of ~~record~~itself, asKBS Legacy Partners Limited Partnership and all of their subsidiaries (together, the ~~close~~“Company Entities”) oftransferred ~~business~~certain onremaining ~~April~~assets ~~27,~~and ~~2018~~liabilities (such assets and liabilities, the “~~Second~~Assigned ~~Liquidating~~Assets ~~Distribution~~and Liabilities”) to the Sub-Advisor and the Sub-Advisor agreed to accept and perform all of the obligations, liabilities, covenants, duties and agreements of the Company Entities with respect to the Assigned Assets and Liabilities and to assume all liabilities with respect to the Assigned Assets and Liabilities. The ~~Second~~Assigned ~~Liquidating~~Assets ~~Distribution~~and ~~will~~Liabilities beinclude ~~funded~~liabilities ~~from~~for transfer agent fees, legal expenses, tax preparation fees and other miscellaneous expenses to wind down the Company. In connection with the Sub-Advisor’s ~~proceeds~~acceptance ~~from~~and ~~real~~assumption ~~estate~~of ~~property~~the ~~sales. The~~Assigned Assets and Liabilities, the Company ~~expects~~will transfer to ~~pay~~the Sub-Advisor the ~~Second~~total ~~Liquidating~~amount ~~Distribution~~of approximately on$0.2 million ~~April~~in ~~30,~~cash ~~2018~~or other immediately available funds to cover the estimated net liabilities that will be transferred to the Sub-Advisor.

~~The~~ITEM ~~Second Liquidating Distribution will be included in each stockholder’s Form 1099 for the year ending December 31, 2018~~8. ~~Stockholders~~01 ~~are~~OTHER ~~advised to consult their tax advisors regarding the tax consequences of the Second Liquidating Distribution in light of his or her particular investment or tax circumstances.~~EVENTS

~~Estimated~~Final ~~Value~~Liquidating Distribution ~~Per~~Authorized ~~Share~~

OnPursuant ~~April~~to 27the Plan of Liquidation, on December 17, 2018, the Company’s board of directors authorized ~~approved~~a anfinal ~~estimated~~liquidating ~~value~~distribution ~~per~~in ~~share of~~ the ~~Company’s~~amount ~~common stock~~ of $0.~~24,~~26492767 ~~effective~~per ~~April~~share ~~27,~~of ~~2018,~~common ~~which~~stock ~~amount is equal~~ to the Company’s ~~estimated~~stockholders ~~remaining~~of ~~net~~record ~~proceeds~~as ~~from~~of ~~liquidation~~the asclose of ~~April~~business 27on December 17, 2018 (the “Final Liquidating Distribution”). The ~~estimated~~Final ~~value~~Liquidating ~~per~~Distribution ~~share~~will isbe ~~based~~funded onfrom the ~~authorization~~remaining ofnet ~~the~~proceeds ~~Second~~from ~~Liquidating~~the ~~Distribution~~Company’s ofreserve ~~$4.16~~fund ~~per~~established ~~share~~by ~~and~~ the ~~amount~~Company ofpursuant to the ~~reserve~~Plan ~~fund~~ of $0Liquidation.24 ~~per~~The ~~share~~Company ~~established~~expects byto pay the ~~Company~~Final ~~pursuant~~Liquidating toDistribution ~~the~~on or ~~Plan~~about ofDecember 20, ~~Liquidation~~2018.

The ~~Company~~Final ~~established~~Liquidating ~~the~~Distribution ~~reserve~~will tobe ~~pay~~included ~~potential~~in ~~unknown~~each ~~liabilities~~stockholder’s ~~and~~Form ~~expenses~~1099 infor ~~liquidation~~the ~~for~~year ending ~~which~~December 31, ~~management~~2018 ~~believes~~along ~~there~~with isthe ~~minimal~~second ~~exposure. The~~liquidating ~~Company~~distribution ~~anticipates~~of it$4.16 ~~will~~per ~~distribute~~share ~~any~~of ~~remaining~~common ~~funds~~stock paid to the Company’s stockholders byof record as of the ~~end~~close of business on April 27, 2018. ~~However,~~ ~~there~~Stockholders ~~can~~are beadvised noto ~~assurances~~consult their astax toadvisors ~~whether~~regarding ~~there~~the ~~will~~tax beconsequences ~~any~~of ~~reserve~~these ~~funds~~liquidating ~~available~~distributions ~~for~~in ~~distribution~~light of his or ~~the~~her ~~timing~~particular ofinvestment ~~any~~or ~~such~~tax ~~distribution~~circumstances.

1As previously disclosed, on April 18, 2018, the Company filed Articles of Dissolution with the State Department of Assessments and Taxation of Maryland (“SDAT”), which were effective upon their acceptance for record by the SDAT on April 18, 2018. Following the payment of the Final Liquidating Distribution, all shares of the Company’s outstanding common stock will be cancelled and no longer deemed to be outstanding and all rights of the holders thereof as stockholders will cease and terminate. In addition, the Company will file appropriate notification with the Securities and Exchange Commission to fully terminate its obligations under the U.S. securities laws.

~~SIGNATURES~~1

~~Pursuant~~SIGNATURES ~~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 thereunto duly authorized.~~

		KBS LEGACY PARTNERS APARTMENT REIT, INC.
Date:	April 27, 2018	By:	/s/ JEFFREY K. WALDVOGEL
			Jeffrey K. Waldvogel
			Chief Financial Officer, Treasurer and Secretary
			(principal financial officer)

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 thereunto duly authorized.


	KBS LEGACY PARTNERS APARTMENT REIT, INC.

Date: December 20, 2018	By:	/S/ JEFFREY K. WALDVOGEL
		Jeffrey K. Waldvogel
		Chief Financial Officer, Treasurer and Secretary
		(principal financial officer)

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