Edgar Filing: American Homes 4 Rent

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

OMB APPROVAL

OMB Number:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Singelyn David P.

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,Â 30601 WEST AGOURA ROAD, SUITE 200

4. 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

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

(Street)

AGOURA HILLS,Â CAÂ 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	100	D	Â
Class A Common Shares	100	I	By Spouse
Class A Common Shares	20,000	I	See footnote ⁽¹⁾
Class A Common Shares	3,735,783	I	See footnote ⁽²⁾
Class B Common Shares	635,075	I	See footnote ⁽²⁾

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.

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	11/20/2013⁽³⁾	11/20/2022	Class A Common Shares	25,000	$ 15	D	Â
Class A Units of Operating Partnership	Â ⁽⁴⁾	Â ⁽⁴⁾	Class A Common Shares	13,787,292	$ ⁽⁵⁾	I	See footnote ⁽²⁾
Series C Units of Operating Partnership	Â ⁽⁶⁾	Â ⁽⁶⁾	Class A Units of Operating Partnership	⁽⁶⁾	$ ⁽⁶⁾	I	See footnote ⁽²⁾
Series D Units of Operating Partnership	Â ⁽⁷⁾	Â ⁽⁷⁾	Class A Units of Operating Partnership	4,375,000	$ ⁽⁷⁾	I	See footnote ⁽²⁾
Series E Units of Operating Partnership	Â ⁽⁸⁾	Â ⁽⁸⁾	Class A Units or Series D Units ⁽⁸⁾	⁽⁸⁾	$ ⁽⁸⁾	I	See footnote ⁽²⁾

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 WEST AGOURA ROAD, SUITE 200 AGOURA HILLS,Â CAÂ 91301	Â X	Â X	Â Chief Executive Officer	Â

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)	By LLC formed for the benefit of the reporting person and his family and of which the reporting person is manager.
(2)	Securities held by American Homes 4 Rent, LLC ("AH LLC"). Mr. Singelyn is the sole manager of AH LLC and has voting and investment control over the securities held by AH LLC. Mr. Singelyn disclaims beneficial ownership of the securities held by AH LLC except to the extent of his pecuniary interest therein. AH LLC holds 3,735,783 Class A common shares, 635,075 Class B common shares, and units issued by American Homes 4 Rent, L.P. (the "Operating Partnership"), the operating partnership of American Homes 4 Rent (the "Company"), including 13,787,292 Class A units, 31,085,974 Series C units, 4,375,000 Series D units and 4,375,000 Series E units.
(3)	Options become exercisable in four equal annual installments beginning on the "Date Exercisable" indicated.
(4)	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.
(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. 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.
(6)	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.
(7)	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.
(8)	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.
Â Remarks: ExhibitÂ 24:Â PowerÂ ofÂ Attorney

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.