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

Feb 27, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INDEPENDENCE REALTY TRUST, INC (IRT)
CIK: 0001466085
Period of Report: 2017-02-23

Reporting Person: Ender Farrell M. (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-23	Common Stock	F	14681	—	Disposed	76040	Direct
2017-02-23	Common Stock	M	16000	$8.20	Acquired	92040	Direct
2017-02-23	Common Stock	D	14108	$9.30	Disposed	77932	Direct
2017-02-23	Common Stock	F	907	$9.30	Disposed	77025	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-23	Stock Appreciation Right	$8.20	M	16000	Disposed	2019-01-31	Common Stock (16000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2000	Indirect

Footnotes

F1: This forfeiture was undertaken solely to satisfy tax withholding liabilities relating to the vesting of restricted stock awards held by the reporting person. The reporting person made the withholding election on February 23, 2017 with respect to restricted stock that vested on January 31, 2017, February 12, 2017 and February 18, 2017. The aggregate value of the common shares so withheld was based on the closing price of the common shares on the NYSE MKT on the relevant vesting date which was $9.23, $9.29 and $9.30, respectively, and did not exceed the minimum applicable withholding tax rate for federal (including FICA), state, local and other tax liabilities.

F2: 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 $9.30 on February 23, 2017 and did not exceed the minimum applicable withholding tax rate for federal (including FICA), state, local and other tax liabilities.

F3: These stock appreciation rights vested in three equal annual installments beginning on January 31, 2015.