INDEPENDENCE REALTY TRUST, INC. — Director's Dealing 2017

Jun 19, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INDEPENDENCE REALTY TRUST, INC (IRT)
CIK: 0001466085
Period of Report: 2017-06-15

Reporting Person: Sebra James J (CFO & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-15	Common Stock	M	8000	$8.20	Acquired	60133	Direct
2017-06-15	Common Stock	D	6502	$10.09	Disposed	53631	Direct
2017-06-15	Common Stock	F	798	$10.09	Disposed	52833	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-06-15	Stock Appreciation Right	$8.20	M	8000	Disposed	2019-01-31	Common Stock (8000)	Direct

Footnotes

F1: The reporting person elected to satisfy the tax withholding obligations of the issuer with respect to the exercise of a portion of the reporting person's stock appreciation rights, which exercise was being settled with shares of common stock of the issuer, by having shares of common stock withheld from the shares of common stock issued in connection with such settlement. The shares of common stock so withheld are being reported herein as a disposition to the issuer. The aggregate value of the shares of common stock so withheld was based on the closing price of the shares of common stock on the NYSE MKT on the relevant settlement date which was $10.09 on June 15, 2017 and did not exceed the maximum applicable withholding tax rate for federal (including FICA), state, local and other tax liabilities.

F2: These stock appreciation rights vested in three equal installments beginning on January 31, 2015.