Securities Exchange Act of 1934
Sections 13(a) and 15(d)

July 26, 2018

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division will not object if KBS Legacy Partners Apartment REIT does not file future periodic reports under Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, beginning with its quarterly report on Form 10-Q for the period ended June 30, 2018. In reaching this position, we particularly note the following:

• KBS Legacy Partners Apartment REIT’s stockholders approved and adopted the Plan of Liquidation;
• KBS Legacy Partners Apartment REIT will file reports on Form 8-K to disclose any material events relating to its winding up and dissolution, including the amounts of any liquidation distributions, payments and expenses;
• KBS Legacy Partners Apartment REIT will file a final report on Form 8-K and a Form 15 when the dissolution is complete;
• KBS Legacy Partners Apartment REIT is current in its reporting obligations under the Exchange Act;
• KBS Legacy Partners Apartment REIT filed its Articles of Dissolution with the Maryland State Department of Assessments and Taxation and the effective date of the dissolution was April 18, 2018;
• There is no trading in KBS Legacy Partners Apartment REIT’s securities and only a limited number of transfers pursuant to will, intestate succession, or operation of law; and
• KBS Legacy Partners Apartment REIT’s transfer agent has closed KBS Legacy Partners Apartment REIT’s stock transfer books and discontinued recording transfers of KBS Legacy Partners Apartment REIT’s stock.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division’s position on enforcement action only. It does not express any legal conclusion on the question presented. Having stated our views here and in several other letters regarding these modified reporting-related matters from REITs in liquidation, we do not intend to respond to letters relating to these or similar modified reporting-related matters from REITs in liquidation unless they present novel or unusual issues.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2018/kbs-legacy-partners-apartment-reit-072618-13a.htm