Rodney F. Emery - 16 Dec 2021 Form 4 Insider Report for Steadfast Apartment REIT, Inc.

Footnote F1

Reflects the disposition of shares of the issuer's common stock in connection with the merger (the "Merger") of the issuer with and into IRSTAR Sub, LLC, a wholly-owned subsidiary of Independence Realty Trust, Inc. ("IRT"). In the Merger, each share of the issuer's common stock, par value $0.01 per share, was converted into the right to receive 0.905 shares of common stock of IRT, par value $0.01 per share.

Footnote F2

Shares of common stock were held directly by Steadfast REIT Investments, LLC ("SRI"). The reporting person may be deemed to have beneficially owned the shares of common stock held by SRI, but the reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein. The number of shares of common stock indicated in Item 5 does not include shares of common stock directly held by Steadfast Apartment Advisor, LLC ("STAR Advisor") and Steadfast Apartment Advisor III, LLC ("STAR III Advisor").

Footnote F3

Shares of common stock were held directly by STAR III Advisor, which is owned by SRI. The reporting person may be deemed to have beneficially owned the shares of common stock held by STAR III Advisor, but the reporting person disclaims beneficial ownership of such shares of common stock except to the extent of the reporting person's pecuniary interest therein.

Footnote F4

Shares of common stock were held directly by reporting person's spouse. The reporting person disclaims beneficial ownership of such shares, and this report shall not be deemed an admission that the reporting person was the beneficial owner of the shares for purposes of Section 16 or for any other purposes.

Footnote F5

Commencing two years from the date of issuance, each class B unit of limited partnership interest in Steadfast Apartment REIT Operating Partnership, L.P. ("STAR OP Units") is redeemable for cash equal to the then-current market value of one share of the issuer's common stock or, at the election of the issuer, one share of the issuer's common stock. STAR OP Units have no expiration date.

Footnote F6

Reflects the disposition of STAR OP Units in connection with the merger (the "OP Merger") of Steadfast Apartment REIT Operating Partnership, L.P. with and into Independence Realty Operating Partnership, LP, a Delaware limited partnership and a subsidiary of IRT. In the OP Merger, each of the STAR OP Units were converted into the right to receive 0.905 limited partnership interests in Independence Realty Operating Partnership, LP.

Footnote F7

The reporting person may be deemed to have beneficially owned the STAR OP Units held by SRI, but the reporting person disclaims beneficial ownership of such STAR OP Units except to the extent of the reporting person's pecuniary interest therein.