UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
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. |
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) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class A Units of Operating Partnership (1) | Â (2) | Â (2) | Class A Common Shares | 13,787,292 | $ (3) | D | Â |
Series C Units of Operating Partnership | Â (4) | Â (4) | Class A Units of Operating Partnership | (4) | $ (4) | D | Â |
Series D Units of Operating Partnership | Â (5) | Â (5) | Class A Units of Operating Partnership | 4,375,000 | $ (5) | D | Â |
Series E Units of Operating Partnership | Â (6) | Â (6) | Class A Units or Series D Units | (6) | $ (6) | D | Â |
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 |  |  |
/s/ Sara Vogt-Lowell, attorney-in-fact | 07/31/2013 | |
**Signature of Reporting Person | Date |
* | 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 |