<PAGE>
                                                                     Exhibit 4.1

Number *__*                                                  Shares  * _______ *

                                                 SEE REVERSE FOR IMPORTANT
                                                 NOTICE ON TRANSFER RESTRICTIONS
                                                 AND OTHER INFORMATION

                            NNN APARTMENT REIT, INC.
          a Corporation Formed Under the Laws of the State of Maryland

     THIS CERTIFIES THAT **__________________** is the owner of
**___________________ (______)** fully paid and nonassessable shares of Common
Stock, $0.01 par value per share, of NNN Apartment REIT, Inc. (the
"Corporation") transferable on the books of the Corporation by the holder hereof
in person or by its duly authorized attorney, upon surrender of this Certificate
properly endorsed. This Certificate and the shares represented hereby are issued
and shall be held subject to all of the provisions of the charter ("Charter")
and Bylaws of the Corporation and any amendments thereto.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed on its behalf by its duly authorized officers.

DATED
      -------------------------------


                                                                          (SEAL)
-------------------------------------   ----------------------------------
Andrea R. Biller                        Louis J. Rogers
Secretary                               President and Chairman of the Board

<PAGE>

                                IMPORTANT NOTICE

     The Corporation has the authority to issue shares of stock of more than one
class. Upon the request of any stockholder, and without charge, the Corporation
will furnish a full statement of the information required by Section 2-211(b) of
the Maryland General Corporation Law with respect to the designations and any
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends and other distributions, qualifications, and terms
and conditions of redemption of the shares of each class of stock which the
Corporation has authority to issue, the differences in the relative rights and
preferences between the shares of each series to the extent set, and the
authority of the Board of Directors to set such rights and preferences of
subsequent series. Such requests must be made to the Secretary of the
Corporation at its principal office.

     The charter, including a full statement about certain restrictions on
transferability, will be furnished to each stockholder of the Corporation on
request and without charge.

     The Shares represented by this certificate are subject to restrictions on
Beneficial Ownership, Constructive Ownership and Transfer for the purpose, among
others, of the Corporation's maintenance of its status as a Real Estate
Investment Trust (a "REIT") under the Internal Revenue Code of 1986, as amended
(the "Code"), and for certain other purposes under the Code and the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"). Subject to certain
further restrictions and except as expressly provided in the Corporation's
Charter, no Person: (a) may Beneficially Own or Constructively Own shares of the
Corporation's Common Stock in excess of 9.9% (in value or number of shares) of
the outstanding shares of Common Stock of the Corporation unless such Person is
an Excepted Holder (in which case the Excepted Holder Limit for such Excepted
Holder shall be applicable); (b) may Beneficially Own or Constructively Own
shares of Capital Stock of the Corporation in excess of 9.9% of the value of the
total outstanding shares of Capital Stock of the Corporation, unless such Person
is an Excepted Holder (in which case the Excepted Holder Limit for such Excepted
Holder shall be applicable); (c) may Beneficially Own or Constructively Own
Capital Stock that would result in the Corporation being "closely held" under
Section 856(h) of the Code or otherwise cause the Corporation to fail to qualify
as a REIT; (d) other than as provided in the Corporation's Charter, may Transfer
shares of Capital Stock if such Transfer would result in the Capital Stock of
the Corporation being owned by fewer than 100 Persons; or (e) Beneficially Own
shares of Capital Stock of the Corporation that would result in 25% or more of
any class of Capital Stock of the Corporation being Beneficially Owned by one or
more ERISA Investors. Any Person who Beneficially Owns or Constructively Owns or
attempts to Beneficially Own or Constructively Own shares of Capital Stock which
causes or will cause a Person to Beneficially Own or Constructively Own shares
of Capital Stock in excess or in violation of the above limitations must
immediately notify the Corporation. If any of the restrictions on Transfer or
ownership are violated, the shares of Capital Stock represented hereby will be
automatically transferred to a Trustee of a Trust for the benefit of one or more
Charitable Beneficiaries. In addition, the Corporation may redeem shares upon
the terms and conditions specified by the board of directors in its sole
discretion if the board of directors determines that ownership or a Transfer or
other event may violate the restrictions described above. Furthermore, upon the
occurrence of certain events, attempted Transfers in violation of the
restrictions described above may be void ab initio. All capitalized terms in
this legend have the meanings defined in the Charter of the Corporation, as the
same may be amended from time to time, a copy of which, including the
restrictions on Transfer and ownership, will be furnished to each holder of
Capital Stock of the Corporation on request and without charge directed to the
Secretary of the Corporation at its principal office.

     The Shares have not been registered under the Securities Act of 1933, as
amended, nor under the applicable securities act of any state, but have been
issued in reliance upon exemptions from registration contained in said at and
such state securities laws. No sale, offer to sell or other transfer of the
Shares may be made unless a registration statement under said act is in effect
with respect to the securities, or an exemption from the registration provisions
of such act is then in fact applicable.

          KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN
       OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A
             CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.

                                   ----------

     The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>                                           <C>
     TEN COM - as tenants in common           UNIF GIFT MIN ACT _____________ Custodian _____________
     TEN ENT - as tenants by the entireties                      (Custodian)               (Minor)
     JT TEN  - as joint tenants with right    under Uniform Gifts to Minors Act of __________________
               of survivorship and not as                                              (State)
               tenants in common
</TABLE>

     Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, ________________________ HEREBY SELLS, ASSIGNS AND TRANSFERS
UNTO
_______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE AND SOCIAL
SECURITY OR OTHER IDENTIFYING NUMBER, OF ASSIGNEE) ____________________
(___________) shares of Common Stock of the Corporation represented by this
Certificate and do hereby irrevocably constitute and appoint
________________________________ attorney to transfer the said shares of Common
Stock on the books of the Corporation, with full power of substitution in the
premises.

Dated
      -------------------------------


                                        ----------------------------------------
                                        NOTICE: The signature to this Assignment
                                        must correspond with the name as written
                                        upon the face of the Certificate in
                                        every particular, without alteration or
                                        enlargement or any change whatsoever.