Statement of Ownership (sc 13g)
11 February 2017 - 8:15AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Independence
Realty Trust, Inc.
(Name of Issuer)
Common Stock
(Title of
Class of Securities)
45378A106
(CUSIP Number)
December
31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒ Rule 13d-1(b)
☐
Rule 13d-1(c)
☐ Rule 13d-1(d)
13G
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CUSIP No. 45378A106
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Page
2
of 9
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1
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NAME OF
REPORTING PERSONS
Highland Capital Management Fund Advisors, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
3,462,718**
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
3,462,718**
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,462,718**
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
5.0%**
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12
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TYPE OF REPORTING PERSON*
IA, PN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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13G
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CUSIP No. 45378A106
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Page
3
of 9
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1
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NAME OF
REPORTING PERSONS
Strand Advisors XVI, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
3,462,718**
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
3,462,718**
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,462,718**
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
5.0%**
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12
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TYPE OF REPORTING PERSON*
HC, CO
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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13G
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CUSIP No. 45378A106
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Page
4
of 9
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1
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NAME OF
REPORTING PERSONS
James D. Dondero
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
3,746,354**
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
3,746,354**
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,746,354**
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
5.4%**
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12
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TYPE OF REPORTING PERSON*
HC, IN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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SCHEDULE 13G
This Schedule 13G (this Schedule 13G) is being filed on behalf of Highland Capital Management Fund Advisors, L.P., a Delaware
limited partnership (Highland Fund Advisors), Strand Advisors XVI, Inc., a Delaware corporation (Strand XVI), and James D. Dondero (collectively, the Reporting Persons).
Brad Ross is the President of Strand XVI. Strand XVI is the general partner of Highland Fund Advisors. Highland Fund Advisors is the
investment advisor to certain private funds and managed accounts (the Highland Funds). This Schedule 13G relates to the Common Stock (the Common Stock) of Independence Realty Trust, Inc., a Maryland corporation (the
Issuer), held by (i) the Highland Funds and (ii) certain other private funds and managed accounts ultimately advised by James D. Dondero (together with the Highland Funds, the Funds).
Item 1(a)
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Name of Issuer.
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Independence Realty Trust, Inc.
Item 1(b)
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Address of Issuers Principal Executive Offices.
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Two Logan Square
100 N. 18th St., 23rd Floor
Philadelphia, Pennsylvania 19103
Item 2(a)
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Name of Person Filing.
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(1)
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Highland Capital Management Fund Advisors, L.P.
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(2)
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Strand Advisors XVI, Inc.
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Item 2(b)
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Address of Principal Business Office, or, if none, Residence.
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For all Filers:
300 Crescent Court, Suite 700
Dallas, Texas 75201
Item 2(c)
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Citizenship or Place of Organization.
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(1)
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Highland Capital Management Fund Advisors, L.P. is a Delaware limited partnership.
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(2)
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Strand Advisors XVI, Inc. is a Delaware corporation.
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(3)
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James D. Dondero is a United States citizen
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Item 2(d)
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Title of Class of Securities.
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Common Stock
5
45378A106
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether
the person filing is a:
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(a)
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☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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☒
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An investment advisor in accordance with §240.53d-1(b)(1)(ii)(E).
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with §240.53d-1(b)(1)(ii)(F).
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(g)
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☒
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A parent holding company or control person in accordance with §240.53d-1(b)(1)(ii)(G).
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(h)
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☐
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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☐
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
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(j)
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☐
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Group, in accordance with §240.53d-1(b)(1)(ii)(J).
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(a)
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Highland Fund Advisors, as the investment advisor to the Highland Funds, and Strand XVI, as the general partner of Highland Fund Advisors, may be deemed the beneficial owners of the 3,462,718 shares of Common Stock held
by the Highland Funds.
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Mr. Dondero may be deemed the beneficial owner of the 3,746,354 shares of Common Stock held by
the Funds.
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(b)
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Highland Fund Advisors and Strand XVI may be deemed the beneficial owners of 5.0% of the outstanding shares of Common Stock held by the Highland Funds. This percentage was determined by dividing 3,462,718, the number of
shares of Common Stock held directly by the Highland Funds, by 68,996,070, which is the number of shares of Common Stock outstanding as of November 2, 2016 according to the Issuers Form 10-Q filed with the Securities Exchange Commission
on November 4, 2016.
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Mr. Dondero may be deemed the beneficial owner of 5.4% of the outstanding Common Stock held
by the Funds. This percentage was determined by dividing 3,746,354, the number of shares of Common Stock held directly by the Funds, by 68,996,070, which is the number of shares of Common Stock outstanding as of November 2, 2016 according to
the Issuers Form 10-Q filed with the Securities Exchange Commission on November 4, 2016.
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(c)
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Highland Fund Advisors and Strand XVI have the shared power to vote and dispose of the 3,462,718 shares of Common Stock held by the Highland Funds.
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Mr. Dondero has the the shared power to vote and dispose of the 3,746,354 shares of Common Stock held by the Funds.
Item 5
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Ownership of Five Percent or Less of a Class.
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Inapplicable.
Item 6
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Ownership of More Than Five Percent on Behalf of Another Person.
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Inapplicable.
Item 7
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
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Inapplicable.
Item 8
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Identification and Classification of Members of the Group.
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Inapplicable.
Item 9
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Notice of Dissolution of Group.
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Inapplicable.
By signing below each of the Reporting Persons certifies that, to the
best of such persons knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and were not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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Joint Filing Agreement, dated February 10, 2017, by and
Highland Fund Advisors, Strand XVI and James D. Dondero.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 10, 2017
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HIGHLAND CAPITAL MANAGEMENT FUND ADVISORS, L.P.
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By:
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Strand Advisors XVI, Inc., its general partner
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By:
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/s/ Dustin Norris
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Name: Dustin Norris
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Title: Assistant Secretary
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STRAND ADVISORS XVI, INC.
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By:
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/s/ Dustin Norris
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Name: Dustin Norris
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Title: Assistant Secretary
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/s/ James D. Dondero
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James D. Dondero
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9
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