<SEC-DOCUMENT>0001193125-13-041215.txt : 20130206
<SEC-HEADER>0001193125-13-041215.hdr.sgml : 20130206
<ACCEPTANCE-DATETIME>20130206164038
ACCESSION NUMBER:		0001193125-13-041215
CONFORMED SUBMISSION TYPE:	424B3
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20130206
DATE AS OF CHANGE:		20130206

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			INDEPENDENCE REALTY TRUST, INC
		CENTRAL INDEX KEY:			0001466085
		STANDARD INDUSTRIAL CLASSIFICATION:	REAL ESTATE INVESTMENT TRUSTS [6798]
		IRS NUMBER:				264567130
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		424B3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-173391
		FILM NUMBER:		13578369

	BUSINESS ADDRESS:	
		STREET 1:		CIRA CENTRE
		STREET 2:		2929 ARCH ST. 17TH FLOOR
		CITY:			PHILADELPHIA
		STATE:			PA
		ZIP:			19104
		BUSINESS PHONE:		2152439000

	MAIL ADDRESS:	
		STREET 1:		CIRA CENTRE
		STREET 2:		2929 ARCH ST. 17TH FLOOR
		CITY:			PHILADELPHIA
		STATE:			PA
		ZIP:			19104

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INDEPENDENCE REALTY TRUST INC
		DATE OF NAME CHANGE:	20110211

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	EMPIRE AMERICAN REALTY TRUST INC
		DATE OF NAME CHANGE:	20090610
</SEC-HEADER>
<DOCUMENT>
<TYPE>424B3
<SEQUENCE>1
<FILENAME>d481152d424b3.htm
<DESCRIPTION>SUPPLEMENT NO. 7 DATED FEBRUARY 6, 2013
<TEXT>
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<TITLE>Supplement No. 7 dated February 6, 2013</TITLE>
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 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Filed Pursuant to Rule 424(b)(3) <BR> Registration No. 333-173391<BR><BR> </B></FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>INDEPENDENCE REALTY TRUST, INC. </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT
STYLE="font-family:Times New Roman" SIZE="2"><B>SUPPLEMENT NO. 7 DATED FEBRUARY 6, 2013 </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>TO THE PROSPECTUS DATED MARCH
16, 2012 </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">This document supplements, and should be read in conjunction with, our prospectus dated March&nbsp;16, 2012 and
Supplement No.&nbsp;6 thereto dated January&nbsp;11, 2013 relating to our offering of up to $1,095,000,000 in shares of our common stock. Terms used in this Supplement No.&nbsp;7 and not otherwise defined herein have the same meanings as set forth
in our prospectus. The purpose of this Supplement No.&nbsp;7 is to disclose an update to the &#147;Management&#148; section of our prospectus. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px" ALIGN="center"><FONT
STYLE="font-family:Times New Roman" SIZE="2"><B>Update to &#147;Management&#148; Section </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; margin-left:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><I>The following disclosure
updates the &#147;Management &#151; Our Directors and Officers&#148; section of our prospectus. </I></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">On February&nbsp;1, 2013,
our board of directors was notified that Jack E. Salmon was resigning his positions as our chief executive officer and president and as one of our directors effective February&nbsp;8, 2013, or the effective date. On February&nbsp;1, 2013, our board
of directors appointed Scott F. Schaeffer to serve as our chief executive officer and president effective as of the effective date. Mr.&nbsp;Schaeffer will continue to serve as one of our directors and has served as our chairman of the board since
January 2011. Mr.&nbsp;Schaeffer has also been appointed to be the chief executive officer of our advisor, Independence Realty Advisors, LLC effective as of February&nbsp;1, 2013, and will continue to serve as one of its managers. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Scott F. Schaeffer, age 50, has served as our chief executive officer and president since February 2013 and as our chairman of the board
since January 2011. Since October 2011, Mr.&nbsp;Schaeffer has also served as the chairman of the board of Independence Mortgage Trust, Inc., a non-listed public REIT which is focused on investments in commercial real estate loans and is sponsored
by RAIT Financial Trust, our sponsor. He has also served as the chief executive officer of RAIT Financial Trust since February 2009, its president since February 2008, its chairman since December 2010, its chief operating officer from February 2008
to February 2009, its co-president and co-chief operating officer from December 2006 to February 2008 and its president and chief operating officer from September 2000 to December 2006. Mr.&nbsp;Schaeffer served as the vice chairman of the board of
directors of Resource America, Inc., a specialty finance company, from 1998 to 2000, the executive vice president of Resource America from 1997 to 1998, and a senior vice president of Resource America from 1995 to 1997. Mr.&nbsp;Schaeffer also
served as president of Resource Properties, Inc., a wholly owned real estate subsidiary of Resource America, from 1992 to 2000. Mr.&nbsp;Schaeffer served as a director of Resource America until October 2002. Mr.&nbsp;Schaeffer holds a Bachelor of
Science in Commerce from Rider University in Lawrenceville, New Jersey. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px; margin-left:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><I>The following disclosure updates the
&#147;Management &#151; Our Advisor&#148; section of our prospectus. </I></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Effective January&nbsp;31, 2013, James P. Curtis, the
senior vice president &#151; operations of our advisor, resigned his position. On February&nbsp;1, 2013, Andrew M. Dornbusch was appointed the senior vice president &#151; operations and a member of the board of managers of our advisor. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B><I></I></B>Andrew M. Dornbusch<B><I></I></B>, age 36, has served as senior vice president &#151; operations of our advisor and as a
member of our advisor&#146;s board of managers since February 2013. Mr.&nbsp;Dornbusch has also served as president of our dealer manager since January 2013 and was the executive vice president of our dealer manager from October 2009 to January
2013. Previously, Mr.&nbsp;Dornbusch held the position of first vice president with Inland Securities Corporation. Prior to entering the securities industry, Mr.&nbsp;Dornbusch was an attorney with Dorsey&nbsp;&amp; Whitney LLP, in Minneapolis,
Minnesota. He earned his Bachelor&#146;s degree from the University of Minnesota and obtained his law degree from Cornell Law School. <B><I> </I></B></FONT></P>
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