UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d) ~~of the~~

~~Securities~~OF ~~Exchange~~THE ~~Act~~SECURITIES ofEXCHANGE ACT OF 1934

Date of ~~report~~Report (Date of earliest event reported): March 25, 2020

~~Steadfast~~STEADFAST ~~Apartment~~APARTMENT REIT III, ~~Inc~~INC.

(~~Exact~~Steadfast ~~Name~~Apartment ofREIT, ~~Registrant~~Inc., as ~~Specified~~successor inby ~~its Charter~~merger)

Maryland		000-55772		47-4871012
(State or Other Jurisdictionof Incorporation)		(CommissionFile Number)		(IRS EmployerIdentification No.)

(Exact Name of Registrant as Specified in Its Charter)

18100 Von Karman Avenue, Suite 500

Maryland

000-55772

47-4871012

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

18100 Von Karman Avenue

Suite 500

Irvine, California 92612

(Address of ~~Principal~~principal ~~Executive~~executive ~~Offices, including Zip Code~~offices)

~~Registrant’s telephone number, including area code:~~ (949) 852-0700

~~Not~~(Registrant’s ~~applicable~~telephone number, including area code)

~~(Former Name~~N/A ~~or Former Address, if Changed Since Last Report)~~

(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))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class ~~TradingSymbol(s)~~Trading Symbol Name of each ~~exchangeon~~exchange on which registered N/A N/A N/A

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 52.0701 ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

OnCompletion ~~March 2, 2020, Steadfast Apartment REIT III, Inc. (the “Company”) held a special meeting~~ of ~~its stockholders (the “STAR III Special Meeting”), at which its stockholders were asked to consider and vote on (i) a proposal to approve the merger (the “STAR III~~ Merger”) ~~of the Company~~ with ~~and into SIII Subsidiary, LLC (“Merger Sub”), a wholly owned subsidiary of~~ Steadfast Apartment REIT, Inc. (“STAR”), pursuant to the Agreement and Plan of Merger, dated as of August 5, 2019, by and among the Company, STAR, and the other parties thereto (the “STAR III Merger Proposal”), (ii) a proposal to approve the amendment of the charter of the Company to remove the provisions related to “Roll-Up Transactions” in connection with the STAR III Merger (the “STAR III Charter Amendment”), and (iii) a proposal to adjourn the STAR III Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the STAR III Merger.

~~The~~On ~~Company~~August 5, ~~previously~~2019, ~~filed~~Steadfast ~~with~~Apartment ~~the~~REIT UIII, Inc.S. ~~Securities~~(the ~~and~~“Company”), ~~Exchange~~Steadfast ~~Commission~~Apartment aREIT, ~~definitive~~Inc. ~~proxy~~(“STAR”), Steadfast ~~statement/prospectus~~Apartment ~~and~~REIT ~~related~~Operating ~~materials pertaining~~Partnership, toL.P., the operating partnership of STAR (“STAR Operating Partnership”), Steadfast Apartment REIT III ~~Merger~~Operating ~~and~~Partnership, L.P., the operating partnership of the Company (“STAR III Operating ~~Special Meeting~~Partnership”), ~~which~~and ~~describe~~SIII inSubsidiary, ~~detail~~LLC, ~~each~~a wholly-owned subsidiary of ~~the~~STAR ~~proposals~~(“STAR ~~submitted~~III toMerger ~~the~~Sub”), ~~Company’s~~entered ~~stockholders~~into toan beAgreement ~~voted~~and onPlan atof Merger (the “STAR III ~~Special~~Merger ~~Meeting~~Agreement”).

AtAs ~~the~~disclosed ~~STAR~~in ~~III~~the ~~Special~~Company’s ~~Meeting,~~Current ~~there~~Report ~~were~~on ~~present,~~Form in8-K ~~person~~filed orwith bythe ~~proxy,~~Securities ~~stockholders~~and ~~holding~~Exchange Commission an(“SEC”) ~~aggregate~~on ofMarch 3, ~~approximately 4~~2020,~~800,889.34 shares~~ of the Company’s ~~common~~stockholders ~~stock,~~approved ~~representing~~the ~~approximately~~STAR ~~56%~~III ofMerger ~~the~~(as ~~total~~defined ~~number~~below) ofcontemplated ~~8,572,831.65~~by ~~shares of~~ the ~~Company’s~~STAR ~~common~~III ~~stock~~Merger ~~issued~~Agreement ~~and~~at ~~outstanding as of December 16, 2019,~~ the ~~record~~Company’s ~~date for the~~ Special Meeting, ~~and entitled~~of toStockholders ~~vote~~on ~~at the Special Meeting~~March 2, 2020.

~~The~~On ~~final~~March 6, ~~results~~2020, ofpursuant to the ~~following~~STAR ~~matters~~III ~~voted~~Merger onAgreement, at the Company merged with and into STAR III ~~Special~~Merger ~~Meeting~~Sub, ~~are~~with ~~set~~STAR ~~forth~~III ~~below~~Merger Sub surviving as a direct, ~~excluding~~wholly-owned ~~any~~subsidiary ~~shares~~of ~~beneficially~~STAR ~~held~~(the by“STAR ~~certain~~III ~~affiliates~~Merger”). asAt ~~required~~such bytime, in accordance with the ~~Merger~~applicable ~~Agreement~~provisions of the Maryland General Corporation Law and the Maryland Limited Liability Company Act, the separate existence of the Company ceased.

	For		Against		Abstain
Approval of Merger Proposal		4,477,502.84		72,258.27		195,076.00
Approval of the STAR III Charter Amendment		4,498,203.30		82,196.43		220,489.61

At the effective time of the STAR III Merger, each issued and outstanding share of the Company’s common stock (or a fraction thereof), $0.01 par value per share (the “STAR III Common Stock”), converted into 1.430 shares of STAR’s common stock, $0.01 par value per share (the “STAR Common Stock”).

~~Accordingly,~~Combined ~~the~~ Company’s ~~stockholders approved the STAR III Merger Proposal. As contemplated by the Merger Agreement:~~

•Also ~~The~~on March 6, ~~Company~~2020, ~~shall~~STAR ~~merge~~and Steadfast Income REIT, Inc. (“SIR”) completed their merger, pursuant to which SIR merged with and into a wholly-owned subsidiary of STAR (the “SIR Merger” ~~Sub.~~and together with the STAR III Merger, ~~Sub~~the “Mergers”). ~~will~~The ~~continue~~combined ascompany after the ~~surviving~~Mergers ~~entity~~(the ~~and~~“Combined asCompany”) aretains ~~wholly~~the ~~owned~~name ~~subsidiary~~“Steadfast Apartment REIT, Inc.” Each of ~~STAR~~the Mergers is intended to qualify as a “reorganization” under, and within the ~~separate~~meaning ~~existence~~of, Section 368(a) of the ~~Company~~Internal ~~will~~Revenue ~~cease~~Code of 1986, as amended.

•The Atdescription ~~the effective time~~ of the STAR III Merger, ~~each~~Agreement and ~~outstanding~~the ~~share~~transactions ofcontained ~~Class~~in Athis ~~common~~Item ~~stock, par value $0~~2.01 ~~per~~do ~~share,~~not ofpurport ~~the~~to ~~Company,~~be ~~each~~complete ~~outstanding~~and ~~share~~are ofsubject ~~Class~~to Rand ~~common~~qualified ~~stock,~~in ~~par~~their ~~value~~entirety ~~$0.01~~by ~~per~~reference ~~share,~~to of the ~~Company~~STAR ~~and~~III ~~each~~Merger ~~outstanding share of Class T common stock~~Agreement, ~~par~~a ~~value~~copy ~~$0.01 per share,~~ of ~~the~~which ~~Company~~is ~~(such~~attached ~~Class~~as A,Exhibit ~~Class~~2.1 ~~R and Class T common stock, collectively, “Company Common Stock”) will be converted automatically into the right~~ to ~~receive~~this ~~1.43~~Current ~~shares~~Report ofon ~~common~~Form 8-K ~~stock,~~and ~~par~~incorporated ~~value~~herein ~~$0.01~~by ~~per share, of STAR (“STAR Common Stock”)~~reference.

InItem ~~addition, as reflected above, the Company’s stockholders approved the STAR III Charter Amendment~~3.03 ~~As contemplated~~Material byModification ~~the STAR III Charter Amendment, the Company’s charter will be promptly amended~~ to ~~remove~~Rights ~~the~~of ~~provision~~Security ~~related to “Roll-Up Transactions” in connection with the STAR III Merger~~Holders.

~~Because~~As ~~the~~a ~~affirmative~~result ~~vote~~ of ~~the~~and ~~holders~~at ofthe aeffective ~~majority~~time of the ~~shares~~STAR ofIII ~~the~~Merger, ~~Company’s~~holders ~~common~~of ~~stock~~STAR ~~entitled~~III toCommon beStock ~~cast~~immediately ~~on the~~prior ~~Merger~~to ~~Proposal~~such time ~~and~~ceased ~~STAR~~having ~~III~~any ~~Charter~~rights ~~Amendment~~as ~~were~~stockholders ~~achieved,~~of the ~~proposal~~Company to(other ~~adjourn~~than ~~the~~their ~~STAR~~right ~~III Special Meeting~~ to ~~solicit~~receive ~~additional~~1.430 ~~proxies~~shares ~~in favor~~ of ~~such~~STAR ~~proposal~~Common ~~was~~Stock ~~not~~per ~~necessary~~share orunder ~~appropriate~~the ~~and,~~STAR ~~therefore,~~III ~~not~~Merger ~~called~~Agreement).

~~SIGNATURES~~The information set forth in Item 2.01 is incorporated herein by reference.

~~Pursuant~~Item to5.01 ~~the~~Changes ~~requirements~~in ofControl ~~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~~Registrant.

As a result of and at the effective time of the STAR III Merger, a change in control of the Company occurred and the Company merged with and into STAR III Merger Sub and the separate corporate existence of the Company ceased.

The information set forth in Item 2.01 is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As a result of the STAR III Merger and pursuant to the STAR III Merger Agreement, as described in Item 2.01 of this Current Report on Form 8-K, the Company ceased to exist and STAR III Merger Sub continued as the surviving corporation. All members of the board of directors of the Company ceased to be directors at the effective time of the STAR III Merger by operation of the STAR III Merger. The departure of the directors was in connection with the STAR III Merger and was not due to any disagreement or dispute with the Company on any matter.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 2, 2020, in connection with the STAR III Merger, the Company’s stockholders approved the Articles of Amendment to the charter of the Company (the “Articles of Amendment”) to remove certain provisions related to roll-up transactions (and the associated definitions) from the Company’s charter. On March 5, 2020, the Company filed the Articles of Amendment with the State Department of Assessments and Taxation of Maryland, and the Articles of Amendment became effective upon filing. A copy of the Articles of Amendment is included as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 8.01 Other Events.

STAR Advisory Agreement

As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2019 (the “August 2019 8-K”), concurrently with the execution of the STAR III Merger Agreement, STAR and Steadfast Apartment Advisor, LLC (“STAR Advisor”) entered into the Amended and Restated STAR Advisory Agreement (the “Amended STAR Advisory Agreement”), which was to become effective as of the effective time of the earlier of the STAR III Merger or the SIR Merger. The Amended STAR Advisory Agreement included, among other things, incentive and performance fees to be paid to STAR Advisor.

The STAR III Merger Agreement provides that if STAR Advisor requests to receive the New Convertible Shares (defined below), STAR Advisor and STAR shall amend the Amended STAR Advisory Agreement to remove the incentive and performance fees that STAR Advisor would have been entitled to under the Amended STAR Advisory Agreement.

Pursuant to the STAR III Merger Agreement, on March 5, 2020, prior to the consummation of either of the Mergers, STAR Advisor requested to receive 1,000 shares of Class A non-participating, non-voting convertible stock of STAR, $0.01 par value per share, (the “New Convertible Shares”) in exchange for the 1,000 shares of non-participating, non-voting convertible stock of STAR, par value $0.01 per share, (the “STAR Convertible Shares”) that STAR Advisor owned prior to the completion of the Mergers in lieu of the incentive and performance fees provided for in the Amended STAR Advisory Agreement.

Accordingly, on March 5, 2020, STAR and STAR Advisor entered into the Amended and Restated STAR Advisory Agreement (the “A&R Advisory Agreement”), which became effective at the effective time of Mergers, and the Amended STAR Advisory Agreement described above never took effect. The A&R Advisory Agreement, among other things, removes any incentive fees and performance fees that STAR Advisor would have been entitled to receive under the Amended STAR Advisory Agreement before its election to receive the New Convertible Shares. STAR III Operating Partnership will be subject to the A&R Advisory Agreement by virtue of being an operating partnership of the Combined Company.

The description of the A&R Advisory Agreement and the transactions contained in this Item 8.01 do not purport to be complete and are subject to and qualified in their entirety by reference to the A&R Advisory Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of August 5, 2019, by and among Steadfast Apartment REIT, Inc., Steadfast Apartment REIT Operating Partnership, L.P., SIII Subsidiary, LLC, Steadfast Apartment REIT III, Inc. and Steadfast Apartment REIT III Operating Partnership, L.P. (included as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 6, 2019, and incorporated herein by reference).

3.1		Articles of Amendment

10.1		Amended and Restated Advisory Agreement, dated as of March 5, 2020, by and among Steadfast Apartment REIT, Inc. and Steadfast Apartment Advisor, LLC.

SIGNATURE

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.

STEADFAST APARTMENT REIT III, INC.

Date: March 3, 2020

/s/ Kevin J. Keating

Kevin J. Keating

Chief Financial Officer and Treasurer

Filing Compare · Steadfast Apartment REIT III, Inc.