SEC Form 4 · accession 0001548981-16-000089
American Residential Properties, Inc. · ARPI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Keith R Guericke
Director
Period of report
Feb 29, 2016
Accepted (ET)
Mar 2, 2016 · 7:45 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001548981
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 29, 2016 | D | 1,220 | $0.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF2,F4,F3 | — | Feb 29, 2016 | D | 10,756 | D | — | — | Common Stock | 10,756 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger, dated as of December 3, 2015, among American Residential Properties, Inc. (the "Issuer"), American Residential OP, L.P. ("ARP OP"), American Homes 4 Rent ("AMH") and American Homes 4 Rent, L.P. ("AMH OP"), among others (the "Merger Agreement"), in exchange for 1,384 Class A common shares of AMH (plus cash in lieu of fractional shares), which had a closing market value per share of $14.00 on the effective date of the mergers contemplated by the Merger Agreement.
- F2Represents LTIP Units in ARP OP, the operating partnership of the Issuer.
- F3As described in ARP OP's partnership agreement, vested LTIP Units, after achieving parity with Common Units of ARP OP, may be exchanged at any time for cash or, at the election of the Issuer, for shares of common stock of the Issuer on a one-for-one basis. LTIP Units have no expiration date.
- F4Disposed of pursuant to the Merger Agreement in exchange for 12,208 Class A Units of AMH OP (plus cash in lieu of fractional units), which, for purposes of this Form 4, had a value of $14.00 per unit, which was the closing market value per Class A common share of AMH on the effective date of the mergers contemplated by the Merger Agreement.