Edgar Filing: American Homes 4 Rent

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Singelyn David P.

2. Issuer Name and Ticker or Trading Symbol
American Homes 4 Rent [AMH]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Executive Officer

(Last)

(First)

(Middle)

C/O AMERICAN HOMES 4 RENT, 30601 AGOURA ROAD, SUITE 200

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2016

(Street)

AGOURA HILLS, CA 91301

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Shares	08/31/2016		J⁽¹⁾		369,199	A	$ 0 ⁽¹⁾	389,199 ⁽¹⁾	I	See Footnote ⁽²⁾
Class A Common Shares	08/31/2016		J⁽¹⁾⁽⁸⁾		6,010,506	A	$ 0 ⁽¹⁾ ⁽⁸⁾	6,010,506 ⁽¹⁾ ⁽⁸⁾	I	See Footnote ⁽⁸⁾
Class A Common Shares	08/31/2016		J⁽¹⁾⁽³⁾		6,860,783	D	$ 0 ⁽¹⁾ ⁽³⁾	0 ⁽¹⁾ ⁽³⁾	I	See Footnote ⁽³⁾
Class B Common Shares	08/31/2016		J⁽¹⁾⁽³⁾		635,075	D	$ 0 ⁽¹⁾ ⁽³⁾	0 ⁽¹⁾ ⁽³⁾	I	See Footnote ⁽³⁾
Class B Common Shares	08/31/2016		J⁽¹⁾⁽⁸⁾		635,075	A	$ 0 ⁽¹⁾ ⁽⁸⁾	635,075 ⁽¹⁾ ⁽⁸⁾	I	See Footnote ⁽⁸⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class A Units of Operating Partnership

⁽⁴⁾

08/31/2016

J⁽¹⁾

2,242,357

⁽⁴⁾

Class A Common Shares

2,242,357

⁽⁵⁾

2,242,357 ⁽¹⁾

See Footnote ⁽²⁾

Class A Units of Operating Partnership

⁽⁴⁾

08/31/2016

J⁽¹⁾⁽³⁾

45,526,644

⁽⁴⁾

Class A Common Shares

45,526,644

⁽⁵⁾

0 ⁽¹⁾ ⁽³⁾

See Footnote ⁽³⁾

Class A Units of Operating Partnership

⁽⁴⁾

08/31/2016

J⁽¹⁾⁽⁸⁾

40,362,428

⁽⁴⁾

Class A Common Shares

40,362,428

⁽⁵⁾

40,362,428 ⁽¹⁾ ⁽⁸⁾

See Footnote ⁽⁸⁾

Class D Units of Operating Partnership

⁽⁶⁾

08/31/2016

J⁽¹⁾

430,970

⁽⁶⁾

Class A Units of Operating Partnership

430,970

⁽⁶⁾

430,970 ⁽¹⁾

See Footnote ⁽²⁾

Class D Units of Operating Partnership

⁽⁶⁾

08/31/2016

J⁽¹⁾⁽³⁾

8,750,000 ⁽⁷⁾

⁽⁶⁾

Class A Units of Operating Partnership

8,750,000

⁽⁶⁾

0 ⁽¹⁾ ⁽³⁾

See Footnote ⁽³⁾

Class D Units of Operating Partnership

⁽⁶⁾

08/31/2016

J⁽¹⁾⁽⁸⁾

7,757,463

⁽⁶⁾

Class A Units of Operating Partnership

7,757,463

⁽⁶⁾

7,757,463 ⁽¹⁾ ⁽⁸⁾

See Footnote ⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Singelyn David P. C/O AMERICAN HOMES 4 RENT 30601 AGOURA ROAD, SUITE 200 AGOURA HILLS, CA 91301	X	X	Chief Executive Officer

Signatures

Stephanie Heim, attorney-in-fact		08/31/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Effective August 31, 2016 American Homes 4 Rent, LLC ("AH LLC") was liquidated and distributed to its members, including reporting person and HF Investments 2010, LLC ("HF"), all of the securities in Issuer and its operating partnership owned by AH LLC, in proportion to the members' interests in AH LLC. The securities distributed to reporting person are pledged for a loan to the entity described in note (2).
(2)	By LLC formed for the benefit of the reporting person and his family and of which the reporting person is manager.
(3)	Securities previously held by AH LLC. Reporting person was the sole manager of AH LLC and had voting and investment control over the securities held by AH LLC. Reporting person disclaimed beneficial ownership of the securities held by AH LLC except to the extent of his pecuniary interest therein.
(4)	The Class A Units are redeemable begining one year after the date of issuance (subject to certain limitations set forth in the operating partnership agreement). Class A Units do not have expiration dates.
(5)	The Class A Units are redeemable at a redemption amount per unit based on the market value of the Company's Class A Common Shares at the time of redemption. The market value will be equal to the average of the closing trading price of the Class A Common Shares for the 10 trading days before the date of receipt of the redemption notice. Issuer may elect in its sole discretion whether to redeem the Class A Units in cash or Class A Common Shares equal to the number of Class A Units offered for redemption.
(6)	The Series D Units are automatically convertible into Class A Units on a one-for-one basis in accordance with the operating partnership agreement.
(7)	Includes Series D Units previously issued upon conversion of the Series E Units on February 29, 2016.
(8)	Securities held by HF. Reporting person is the sole manager of HF and has voting and investment control over the securities held by HF. Reporting person disclaims beneficial ownership of the securities held by HF.

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