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):

~~November~~February 63, ~~2019~~2020



Steadfast Apartment REIT III, Inc.
(Exact Name of Registrant as Specified in Its Charter)

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 executive offices)

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

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:

xo Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o 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	Trading Symbol(s)	Name of each 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 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 21.0201 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

On ~~November~~February 83, ~~2019~~2020, Steadfast Apartment REIT III, Inc. (the “Company”) ~~issued~~entered aninto ~~earnings~~Amendment ~~release~~No. ~~announcing~~4 ~~its~~(the ~~financial~~“Amendment”) ~~results~~to ~~for~~the Amended and Restated Advisory Agreement (the ~~three~~“Advisory Agreement”) by and ~~nine~~among ~~months~~the ~~ended~~Company, ~~September~~Steadfast 30Apartment REIT III Operating Partnership, ~~2019~~L.P., Athe ~~copy~~Company’s ofoperating partnership, and Steadfast Apartment Advisor III, LLC, the ~~earnings~~Company’s ~~release~~external isadvisor. ~~being~~The ~~furnished~~Amendment renews the term of the Advisory Agreement, effective as ~~Exhibit~~of ~~99.1~~February to5, ~~this~~2020, ~~Current~~for ~~Report~~an additional one-year term ending on ~~Form~~February ~~8-K.~~5, 2021.

The ~~information~~material ~~contained~~terms inof ~~this Item 2.02, including~~ the ~~related~~Amendment ~~information~~described ~~set~~herein ~~forth~~are qualified in ~~the~~their ~~earnings~~entirety ~~release attached hereto as Exhibit 99.1 and incorporated~~ by ~~reference~~the ~~herein~~Amendment, isa ~~being~~copy ~~“furnished” and shall not be deemed “filed” for the purposes~~ of ~~Section~~which 18is ofattached ~~the Securities Exchange Act of 1934,~~ as ~~amended,~~Exhibit or10.1 ~~otherwise subject~~ to ~~the~~this ~~liabilities~~Current ofReport ~~that~~on ~~section~~Form ~~nor~~8-K ~~shall~~and ~~such information be deemed~~ incorporated byherein ~~reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth~~ by ~~the specific~~ reference ~~in such filing~~.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of stockholders (the “Annual Meeting”) on November 6, 2019. At the Annual Meeting, the holders of 4,456,334 shares of the Company’s common stock were present in person or represented by proxy, representing approximately 51.98% of the total number of shares entitled to vote at the meeting. The following are the voting results for each proposal presented to the Company’s stockholders at the Annual Meeting:

Proposal 1: Election of Directors

All of the director nominees were elected to serve until the next annual meeting of the Company’s stockholders and until their successors are elected and qualified. The voting results for each of the individuals nominated for election as directors were as follows:

Name	Votes For	Votes Withheld
Rodney F. Emery	4,310,446	145,888
Ella S. Neyland	4,302,814	153,519
Stephen R. Bowie	4,309,660	146,674
Ned W. Brines	4,305,075	151,259
Janice M. Munemitsu	4,315,658	140,676

No broker non-votes were cast in the election of the director nominees.

Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm

The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019, was approved. The following votes were taken in connection with this proposal:

Votes For	Votes Against	Abstentions
4,257,245	49,645	149,444

No broker non-votes were cast in the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

Item 8.01 Other Events.

Distribution Declaration

On November 6, 2019, the Company’s board of directors approved and authorized a daily distribution to stockholders of record as of the close of business on each day for the period commencing on January 1, 2020 and ending on March 31, 2020. The distributions will be equal to $0.004098 per share of the Company’s common stock per day, which if paid each day over a 366-day period is equivalent to a 6.0%, 6.7% and 6.3% annualized distribution rate based on $25.00, $22.50 and $23.81 per share of Class A, R and T common stock, respectively. The distributions for each record date in January 2020, February 2020 and March 2020 will be paid in February 2020, March 2020 and April 2020, respectively. The distributions will be payable to stockholders from legally available funds therefor.

Item 9.01 Financial Statements and Exhibits.

(da) Exhibits.

Exhibit	Description	~~Description~~
99.1		Earnings Release dated November 8, 2019
10.1	Amendment No. 4 to the Amended and Restated Advisory Agreement, dated as of February 3, 2020, by and among Steadfast Apartment REIT III, Inc., Steadfast Apartment REIT III Operating Partnership, L.P. and Steadfast Apartment Advisor III, LLC and effective as of February 5, 2020

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 III, INC.	~~STEADFAST APARTMENT REIT III, INC.~~
Date:	~~November~~February 84, ~~2019~~2020	By:	/s/ Kevin J. Keating
			Kevin J. Keating
			Chief Financial Officer and Treasurer

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