FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Sebra James J 		2. Issuer Name and Ticker or Trading Symbol

INDEPENDENCE REALTY TRUST, INC [ IRT ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CFO & Treasurer
(Last)          (First)          (Middle)

C/O INDEPENDENCE REALTY TRUST, INC., 2 LIBERTY PL., 50 S. 16TH ST, STE. 3575 		3. Date of Earliest Transaction (MM/DD/YYYY)

6/15/2017
(Street)

PHILADELPHIA, PA 19102
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   6/15/2017     M    8000   A $8.20   60133   D    
Common Stock   6/15/2017     D    6502   D $10.09   53631   D    
Common Stock   6/15/2017     F (1)    798   D $10.09   52833   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Right   $8.20   6/15/2017     M         8000      (2) 1/31/2019   Common Stock   8000   $0.00   0   D    

Explanation of Responses:
(1)  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.
(2)  These stock appreciation rights vested in three equal installments beginning on January 31, 2015.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Sebra James J
C/O INDEPENDENCE REALTY TRUST, INC.
2 LIBERTY PL., 50 S. 16TH ST, STE. 3575
PHILADELPHIA, PA 19102

CFO & Treasurer

Signatures
/s/ Anders F. Laren, attorney-in-fact 6/19/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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