13D Filing: Madison International Holdings V, Llc and Monogram Residential Trust Inc. (NYSE:MORE)

CUSIP No. 60979P 105

Page 1 of 24 Pages

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 7)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

Under the Securities Exchange Act of 1934*

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

60979P 105

(CUSIP Number)

Yehuda Hecht

Madison International Realty

410 Park Avenue, 10th Floor

New York, New York 10022

(212) 688-8777

With a copy to:

Lee S. Parks

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, NY 10004

(212) 859-8000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 28, 2017

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D/A, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. £

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 60979P 105

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1	NAME OF REPORTING PERSON Madison International Real Estate Liquidity Fund VI (TE), LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER NONE
		8	SHARED VOTING POWER 3,608,395
		9	SOLE DISPOSITIVE POWER NONE
		10	SHARED DISPOSITIVE POWER 3,608,395
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,608,395
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 60979P 105

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This Amendment No. 7 (“Amendment No. 7”) to Schedule 13D amends and supplements the statement on Schedule 13D, filed with the Securities and Exchange Commission on December 22, 2014 (the “Original Schedule 13D”), by the Reporting Persons (as defined below), as amended by Amendment No. 1, filed with the Securities and Exchange Commission on May 1, 2015, as further amended by Amendment No. 2, filed with the Securities and Exchange Commission on August 28, 2015, as further amended by Amendment No. 3, filed with the Securities and Exchange Commission on November 6, 2015, as further amended by Amendment No. 4, filed with the Securities and Exchange Commission on February 19, 2016, as further amended by Amendment No. 5, filed with the Securities and Exchange Commission on May 12, 2016, as further amended by Amendment No. 6, filed with the Securities and Exchange Commission on January 30, 2017 relating to the common stock, par value $0.0001 per share (“Common Stock”), of Monogram Residential Trust, Inc. (the “Issuer”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Original Schedule 13D as previously amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6. Except as specifically amended and supplemented by this Amendment No. 7, all other provisions of the Original Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6, shall remain in full force and effect.

This Amendment No. 7 is being filed by

·	MIRELF V REIT Investments LLC (“MIRELF V REIT Investments”)
·	MIRELF V REIT (“MIRELF V REIT”)
·	Madison International Real Estate Liquidity Fund V, LP (“MIRELF V”)
·	Madison International Holdings V, LLC (“Holdings”)
·	Madison International Realty V, LLC (“Realty”, and together with MIRELF V REIT Investments, MIRELF V REIT, MIRELF V and Holdings, the “Fund V Entities”)
·	MIRELF VI (AIV), LP (“MIRELF VI AIV”)
·	Madison International Real Estate Liquidity Fund VI, SCS (“Fund VI SCS”)
·	MIRELF VI (SCS Blocker), LP (“SCS Blocker”)
·	Madison International Real Estate Liquidity Fund VI (TE), LP (“Fund VI TE”)
·	Madison International Real Estate Liquidity Fund VI (T), LP (“Fund VI T”)
·	MIRELF VI (U.S.) LP (“MIRELF VI”)
·	Madison International Realty VI, LLC (“Realty VI”)
·	Madison International Holdings VI, LLC (“Holdings VI”)
·	MIRELF VI REIT (“MIRELF VI REIT”)
·	MIRELF VI REIT Investments II, LLC (“MIRELF VI REIT Investments II”, and together with MIRELF VI AIV, Fund VI SCS, SCS Blocker, Fund VI TE, Fund VI T, MIRELF VI, Realty VI, Holdings VI, and MIRELF VI REIT, the “Fund VI Entities”)
·	Madison International Realty Holdings, LLC (“Realty Holdings”)
·	Ronald M. Dickerman (“Mr. Dickerman” and, together with the Fund V Entities, the Fund VI Entities and Realty Holdings, the “Reporting Persons”).

Item 4 is hereby amended and supplemented by adding the following information:

On March 28, 2017, the Reporting Persons and the Issuer replaced the Waiver Agreement by entering into an additional letter agreement (“Replacement Waiver Agreement”), which is similar in all material respects to the Waiver Agreement, but allows the Reporting Persons to hold, in the aggregate, up to 15% of the Common Stock of the Issuer outstanding from time to time.

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:  March 30, 2017

CUSIP No. 60979P 105

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