SEC Form 4 · accession 0001562401-16-000099
American Homes 4 Rent · AMH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Goldberg
Officer — Executive Vice President
Period of report
Aug 31, 2016
Accepted (ET)
Aug 31, 2016 · 5:55 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001562401
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common SharesF1 | Aug 31, 2016 | J | 74,586 | $0.00 | A | 74,586 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A Units of Operating PartnershipF4,F1,F2,F3 | — | Aug 31, 2016 | J | 453,001 | A | — | — | Class A Common Shares | 453,001 | 453,001 | I |
| Class D Units of Operating PartnershipF6,F5,F1 | — | Aug 31, 2016 | J | 87,065 | A | — | — | Class A Units of Operating Partnership | 87,065 | 87,065 | D |
Explanation of responses
- F1Effective August 31, 2016 American Homes 4 Rent ("AH LLC") was liquidated and distributed to its members, including reporting person, all of the securities in Issuer and its operating partnership owned by AH LLC, in proportion to the members' interests in AH LLC. These securities distributed to reporting person are pledged for a loan to the entity described in note (2).
- F2By David Goldberg Living Trust.
- F3The 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.
- F4The 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.
- F5The Series D Units are automatically convertible into Class A Units on a one-for-one basis in accordance with the operating partnership agreement.
- F6Includes Series D Units previously issued upon conversion of the Series E Units on February 29, 2016.