Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  American Homes 4 Rent, LLC
2. Date of Event Requiring Statement (Month/Day/Year)
07/31/2013
3. Issuer Name and Ticker or Trading Symbol
American Homes 4 Rent [AMH]
(Last)
(First)
(Middle)
C/O AMERICAN HOMES 4 RENT, 30601 WEST AGOURA ROAD, SUITE 200
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

AGOURA HILLS-, CA 91301
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Shares 3,735,783
D
 
Class B Common Shares 635,075
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class A Units of Operating Partnership (1)   (2)   (2) Class A Common Shares 13,787,292 $ (3) D  
Series C Units of Operating Partnership   (4)   (4) Class A Units of Operating Partnership (4) $ (4) D  
Series D Units of Operating Partnership   (5)   (5) Class A Units of Operating Partnership 4,375,000 $ (5) D  
Series E Units of Operating Partnership   (6)   (6) Class A Units or Series D Units (6) $ (6) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
American Homes 4 Rent, LLC
C/O AMERICAN HOMES 4 RENT
30601 WEST AGOURA ROAD, SUITE 200
AGOURA HILLS-, CA 91301
    X    

Signatures

/s/ Sara Vogt-Lowell, attorney-in-fact 07/31/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) The "Operating Partnership" means American Homes 4 Rent, L.P., the operating partnership of American Homes 4 Rent (the "Company").
(2) The reporting person holds 13,787,292 Class A units. The Class A units are redeemable beginning one year after the date of issuance (subject to certain limitations set forth in the Agreement of Limited Partnership of the Operating Partnership, as amended (the "Operating Partnership Agreement")). Class A units do not have expiration dates.
(3) 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. The Company 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.
(4) The reporting person holds 31,085,974 Series C units. The Series C units are convertible at any time into Class A units. If holders of the Series C units have not exercised such conversion right by the earlier of (i) the third anniversary of the date of original issuance of the Series C units or (ii) the date of commencement of the dissolution, liquidation or winding up of the Operating Partnership, then the Series C units will automatically convert into Class A units. The conversion ratio is set forth in the Operating Partnership Agreement.
(5) The reporting person holds 4,375,000 Series D units. The Series D units are automatically convertible into Class A units on a one-for-one basis only after the later of (1) 30 months after the date of issuance and (2) the earlier of (i) the date on which adjusted funds from operations per Class A common share aggregates $0.80 or more over four consecutive quarters following the closing of the Management Internalization on June 10, 2013 or (ii) the date on which the daily closing price of the Class A common shares on the New York Stock Exchange averages $18.00 or more for two consecutive quarters following the closing of the Management Internalization on June 10, 2013.
(6) The reporting person holds 4,375,000 Series E units. The Series E units will automatically convert into Series D units, or if the Series D units have previously converted into Class A units, into Class A units, on February 29, 2016, based on a performance based earn-out formula.
 
Remarks:
Exhibit 24: Power of Attorney

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