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~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported):~~1934

Date of Report (Date of Earliest Event Reported): December 1316, 2021

STEADFAST APARTMENT REIT, INC.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Maryland	000-55428	~~000-55428~~	36-4769184	~~36-4769184~~
(State or Other Jurisdiction of		(Commission File Number)		(I.R.S. Employer
(State or other jurisdiction of incorporation)	(Commission File Number)		(I.R.S. Employer Identification No.)
Incorporation or Organization)				Identification No.)

18100 Von Karman Avenue, Suite 200 ~~Irvine, California 92612 (Address of Principal Executive Offices, including Zip Code)~~

~~Registrant’s Telephone Number~~Irvine, ~~Including~~ ~~Area~~California ~~Code: (949) 569-9700~~ 92612

~~Not~~(Address ~~applicable~~of Principal Executive Office) (Zip Code)

(~~Former Name or Former Address, if Changed Since Last Report~~949) 569-9700

(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))

~~Securities~~☐ ~~registered~~Soliciting material pursuant to ~~Section~~Rule 14a-12~~(b)~~ ofunder the Exchange Act: ~~None~~(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:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

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 51.~~07 Submission~~02 Termination of ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

OnThe ~~December~~information ~~13,~~set ~~2021,~~forth ~~Steadfast~~in ~~Apartment~~Item ~~REIT, Inc~~5.02 ~~(the “Company”) held a special meeting~~ of ~~its~~this ~~stockholders~~Current ~~(the~~Report ~~“Special Meeting”), at which its stockholders were asked to consider and vote~~ on ~~(i)~~Form a proposal to merge the Company with and into IRSTAR Sub, LLC (“Merger Sub”), a wholly owned subsidiary of Independence Realty Trust, Inc. (“IRT”), (the “Merger”) pursuant to the Agreement and Plan of Merger, dated as of July 26, 2021, by and among the Company, IRT, and their respective subsidiaries (the “Merger Proposal”), (ii) a proposal to approve by advisory (non8-~~binding)~~K ~~vote,~~is ~~the~~incorporated ~~compensation~~herein that may be paid or become payable to the named executive officers of the Company in connection with the Merger (the “Compensation Proposal”), and (iii) a proposal to adjourn the Special Meeting to solicit additional proxies in favor of the Merger Proposal if there are not sufficient votes to approve the Merger Proposal, if necessary and as determined by ~~the chair of the Special Meeting~~reference.

~~The~~Item ~~Company previously filed with the U~~2.S.01 ~~Securities~~Completion ~~and~~of ~~Exchange~~Acquisition ~~Commission~~or aDisposition ~~definitive proxy statement/prospectus and related materials pertaining to the Merger and the Special Meeting, which describe in detail each~~ of ~~the proposals submitted to the Company’s stockholders to be voted on at the Special Meeting~~Assets.

AtCompletion ~~the Special Meeting, there were present, in person or by proxy, stockholders holding an aggregate~~ of ~~approximately 61,168,605.40 shares of the~~ Company’s ~~common~~Merger stock, representing approximately 55.51% of the total number of 110,188,892.45 shares of the Company’s common stock issued and outstanding as of September 27, 2021, the record date for the Special Meeting, and entitled to vote at the Special Meeting.

~~The~~As ~~final~~previously ~~results~~disclosed ofin the ~~following~~Current ~~matters~~Report ~~voted~~on Form 8-K filed by Steadfast Apartment REIT, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on atJuly 26, 2021, the ~~Special~~Company ~~Meeting~~and ~~are~~Steadfast ~~set~~Apartment ~~forth~~REIT ~~below~~Operating Partnership, L.P., a Delaware limited partnership and subsidiary of the Company (“STAR OP”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Independence Realty Trust, Inc., a Maryland corporation (“IRT”), Independence Realty Operating Partnership, LP, a Delaware limited partnership and a subsidiary of IRT (“IRT OP”), and IRSTAR Sub, LLC, a Maryland limited liability company and a wholly-owned subsidiary of IRT (“IRT Merger Sub”).

	For	Against	Abstain
Approval of Merger Proposal	58,008,191.59	1,045,617.50	2,114,796.31
Approval of the Compensation Proposal	51,335,390.81	5,143,516.54	4,689,698.05

As disclosed in the Company’s Current Report on Form 8-K filed with the SEC on December 13, 2021, the Company’s stockholders approved the Company Merger (as defined below) contemplated by the Merger Agreement at the Company’s Special Meeting of Stockholders held on December 13, 2021.

~~Accordingly~~On December 16, 2021, the Company's ~~stockholders~~merged ~~approved~~with and into IRT Merger Sub (the “Company Merger”), ~~Proposal~~with IRT Merger Sub surviving as a wholly-owned subsidiary of IRT. AsAt ~~contemplated~~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.

•At the effective time of the Company ~~shall~~Merger ~~merge~~(the ~~with~~“Company Merger Effective Time”), each share of common stock, par value $0.01 per share, of the Company (“STAR Common Stock”) issued and ~~into~~outstanding immediately prior to the Company Merger ~~Sub.~~Effective Time (other than certain shares set forth in the Merger ~~Sub~~Agreement) ~~will~~was ~~continue~~automatically asconverted into the ~~surviving~~right ~~entity~~to ~~and~~receive as0.905 a(the ~~wholly~~“Exchange ~~owned~~Ratio”) ~~subsidiary~~newly issued, fully paid and nonassessable shares of ~~IRT~~common stock, ~~and~~par ~~the~~value ~~separate~~$0.01 ~~existence~~per share, of ~~the~~IRT ~~Company~~(“IRT ~~will~~Common ~~cease;~~Stock”), ~~and~~with cash paid in lieu of fractional shares.

~~•at~~Combined ~~the effective time of the Merger, each share of common stock of the~~ Company, ~~par value $0.01 per share, will be converted automatically into the right to receive 0.905 shares of common stock, par value $0.01 per share, of IRT with cash paid in lieu of fractional shares.~~

InAlso ~~addition~~on December 16, as2021, ~~reflected~~immediately ~~above,~~following the Company's ~~stockholders~~Merger, ~~approved~~STAR ~~the~~OP ~~Compensation~~merged ~~Proposal.~~with Asand ~~contemplated~~into byIRT OP (the ~~Compensation~~“Partnership ~~Proposal~~Merger” and, ~~the~~together ~~stockholders~~with of the Company ~~approved~~Merger, the ~~following~~“Mergers”), ~~resolution:~~with IRT OP surviving as a subsidiary of IRT.

At the effective time of the Partnership Merger (the “~~RESOLVED~~Partnership Merger Effective Time”), ~~that~~(1) ~~the~~each ~~compensation~~unit ~~that~~of ~~may~~limited bepartnership ~~paid~~interest orof ~~become~~STAR ~~payable~~OP designated as a “Class A Common Unit” issued and outstanding immediately prior to the ~~named~~Partnership ~~executive~~Merger ~~officers~~Effective ofTime ~~Steadfast~~and ~~Apartment~~owned ~~REIT,~~by ~~Inc.~~the inCompany ~~connection~~or ~~with~~a subsidiary of the Company ~~Merger,~~was asconverted ~~disclosed~~automatically ~~pursuant~~into the right to ~~Item~~receive 0.905 ~~402~~common units of limited partnership of IRT OP (teach, an “IROP Common Unit”) ofand ~~Regulation~~is ~~S-K~~now inowned ~~the~~by ~~table~~IRT inthrough ~~the~~IRT ~~section~~Merger ofSub ~~the~~and ~~joint~~(2) each ~~proxy~~unit ~~statement/prospectus~~of ~~entitled~~limited ~~“The~~partnership ~~Mergers—Interests~~interest of STAR ~~Directors~~OP ~~and~~designated ~~Executive~~as ~~Officers~~a in“Class A-2 ~~the~~Common ~~Mergers—Quantification~~Unit” ofor ~~Potential~~“Class B ~~Payments~~Common Unit” issued and ~~Benefits~~outstanding immediately prior to ~~STAR’s~~the ~~Named~~Partnership ~~Executive~~Merger ~~Officers~~Effective inTime ~~Connection~~was ~~with~~converted automatically into the ~~Company~~right ~~Merger”~~to ~~including~~receive 0.905 IROP Common Units that generally have the ~~footnotes~~same torights as the ~~table~~other issued and ~~the~~outstanding ~~associated~~IROP ~~narrative~~Common ~~discussion~~Units, ~~and~~including ~~the~~as ~~agreements~~to ~~and~~distributions, ~~plans~~but, ~~pursuant~~in certain cases, are subject to ~~which~~additional ~~such~~restrictions ~~compensation~~as ~~may~~to bewhen ~~paid~~the orholders ~~become~~thereof ~~payable,~~may isexercise ~~hereby~~redemption ~~APPROVED~~rights.”

~~Because~~The ~~the~~combined ~~affirmative~~company ~~vote~~after of the ~~holders~~Mergers ofretains ~~a majority of~~ the ~~outstanding~~name ~~shares~~“Independence ofRealty ~~the Company’s common stock with respect to the Merger Proposal was achieved~~Trust, ~~the proposal to adjourn the Special Meeting to solicit additional proxies in favor of such proposal was not necessary or appropriate and, therefore, not called~~Inc.”

The descriptions of the Mergers and the Merger Agreement contained in this Item 72.01 ~~Regulation~~ FDdo ~~Disclosure~~not purport to be complete and are subject to and qualified in their entirety by reference to the Merger Agreement, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K, and incorporated herein by reference.

~~Press~~2 ~~Release~~

OnItem ~~December 13, 2021, the Company issued a press release announcing that the Company’s stockholders approved the Merger with IRT~~3.03 AMaterial ~~copy~~Modification ofto ~~the~~Rights ~~press release is attached hereto as Exhibit 99.1 and is incorporated herein solely for purposes~~ of ~~this~~Security ~~Item 7~~Holders.~~01 disclosure.~~

~~Pursuant~~As toa result of the ~~rules~~Company Merger and ~~regulations~~at of the ~~SEC~~Company Merger Effective Time, ~~the~~holders ~~information~~of inSTAR ~~this~~Common ~~item~~Stock ~~7.01~~immediately ~~disclosure,~~prior ~~including~~to ~~the~~such ~~Exhibit~~time ~~99.1~~ceased ~~and~~having ~~information~~any ~~set~~rights ~~forth~~as ~~therein,~~stockholders isof ~~deemed~~the Company (other than their right to ~~have~~receive ~~been~~0.905 ~~furnished~~shares ~~and~~of ~~shall~~IRT ~~not~~Common beStock ~~deemed~~per toshare beof ~~“filed”~~STAR ~~under~~Common ~~the~~Stock, ~~Securities~~with ~~Exchange~~cash ~~Act~~paid in lieu of ~~1934~~fractional shares, asunder ~~amended~~the Merger Agreement).

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.01

Changes in Control of Registrant.

As a result of the Company Merger and at the Company Merger Effective Time, a change in control of the Company occurred and the Company merged with and into IRT Merger Sub and the separate corporate existence of the Company ceased.

The information set forth in Item 2.01 of this Current Report on Form 8-K 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 Company Merger and pursuant to the Merger Agreement, as described in Item 2.01 of this Current Report on Form 8-K, the Company ceased to exist and IRT Merger Sub continued as the surviving entity. All members of the board of directors of the Company ceased to be directors of the Company at the Company Merger Effective Time by operation of the Company Merger. The departure of the directors was in connection with the Company Merger and was not due to any disagreement or dispute with the Company on any matter.

In addition, in connection with the Company Merger, all the Company’s executive officers ceased to be officers of the Company at the Company Merger Effective Time by operation of the Company Merger and the employment of the following former officers ceased: (1) Tim Middleton, (2) Jason Stern, (3) Tiffany Stanley, (4) Gustav Bahn, (5) David Miller, and (6) Rodney Emery. As a result, the first five individuals listed became entitled to the severance payments and benefits contemplated by their previously disclosed employment agreements (Mr. Emery was not a party to an employment agreement that included severance payments or benefits). The departure of the officers was in connection with the Company Merger and was not due to any disagreement or dispute with the Company on any matter.

Item 8.01

Other Events.

As disclosed in the Company’s Current Report on Form 8-K filed with the SEC on July 26, 2021 (Film No.: 211114131), as a result of the Company Merger, the Company’s Amended and Restated Distribution Reinvestment Plan and the Company’s Second Amended and Restated Share Repurchase Plan were terminated as of the Company Merger Effective Time.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibits		Description
2.1	Agreement and Plan of Merger, dated as of July 26, 2021, by and among Independence Realty Trust, Inc., Independence Realty Operating Partnership, LP, IRSTAR Sub, LLC, Steadfast Apartment REIT, Inc. and Steadfast Apartment REIT Operating Partnership, L.P.* (included as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 26, 2021 (Film No.: 211114131), and incorporated herein by reference).
99.1		Press Release dated December 13, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

*	Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request by the SEC.

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.

				STEADFAST APARTMENT REIT, INC.
	Steadfast Apartment REIT, Inc.
Date:		December 13, 2021		By:	/s/ Ella S. Neyland
December 16, 2021	By:		/s/ Ella S. Neyland
					Ella S. Neyland
	Name:		Ella S. Neyland
					President, Chief Financial Officer and Treasurer
	Title:		President, Chief Financial Officer and Treasurer

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