INDEPENDENCE REALTY TRUST, INC.
INDEPENDENCE REALTY OPERATING PARTNERSHIP, L.P.
Two Liberty Place
50 S. 16th Street, Suite 3575
Philadelphia, PA 19102
June 14, 2017
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Attention: Tom Kluck, Legal Branch Chief
Re: Independence Realty Trust, Inc. and Independence Realty Operating Partnership, L.P.
Registration Statement on FormS-3
FileNo. 333-218130
Dear Mr. Kluck:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Independence Realty Trust, Inc. and Independence Realty Operating Partnership, L.P. hereby respectfully request acceleration of the effective date of the above-captioned Registration Statement on FormS-3 to Friday, June 16, 2017, at 4:00 p.m., or as soon as practicable thereafter.
Since the Registration Statement is filed as a shelf registration statement under Rule 415 of the Securities Act of 1933, there are no underwriters in connection with the registration and, therefore, no request for acceleration or consent by an underwriter has been filed herewith.
If you have any questions or comments regarding the foregoing, or have additional questions or comments, please notify our counsel, Mark Rosenstein, at215-731-9450.
Very truly yours, | ||
INDEPENDENCE REALTY TRUST, INC. | ||
By: | /s/ James J. Sebra | |
James J. Sebra | ||
Chief Financial Officer and Treasurer |
INDEPENDENCE REALTY OPERATING PARTNERSHIP, L.P.
By: Independence Realty Trust, Inc., its general partner |
/s/ James J. Sebra |
James J. Sebra |
Chief Financial Officer and Treasurer |