SEC Form 4 · accession 0000899243-17-006698
Starwood Waypoint Homes · SFR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas Barrack Jr.
Director
Period of report
Mar 7, 2017
Accepted (ET)
Mar 7, 2017 · 4:58 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001579471
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Shares, par value $0.01 per shareF3,F4 | Mar 7, 2017 | S | 3,922,228 | $32.50 | D | 3,897,220 | I | By controlled entities |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On March 1, 2017, Colony Distressed Credit Fund II, L.P., ColCo Strategic Partners, L.P., Colony Capital CAH, L.P., Colony AH Member, LLC, and CCCAH Management Partners, LLC entered into an underwriting agreement (the "Underwriting Agreement") with the Issuer, Colony Starwood Homes Partnership, L.P., the underwriters party thereto (the "Underwriters") and the selling shareholders party thereto. Pursuant to the Underwriting Agreement, the Issuer agreed to sell 9,600,000 of the Issuer's common shares ("Shares") and the selling shareholders party thereto agreed to sell 10,476,891 Shares in an underwritten offering, of which Colony Distressed Credit Fund II, L.P. agreed to sell 1,286,578 Shares, ColCo Strategic Partners, L.P. agreed to sell 1,165,345 Shares, Colony Capital CAH, L.P. agreed to sell 23,307 Shares, Colony AH Member, LLC agreed to sell 894,227 Shares, and CCCAH Management Partners, LLC agreed to sell 39,305 Shares (the "Offering").
- F2(Footnote 1 continued) All material contingencies set forth in the Underwriting Agreement were satisfied and the Offering closed on March 7, 2017. In addition, the Underwriters exercised an option to purchase additional Shares, and on March 7, 2017, pursuant to such option exercise the Underwriters purchased 193,641 Shares from Colony Distressed Credit Fund II, L.P., 175,572 Shares from ColCo Strategic Partners, L.P., 3,614 Shares from Colony Capital CAH, L.P., 134,616 Shares from Colony AH Member, LLC, and 6,023 Shares from CCCAH Management Partners, LLC.
- F3Mr. Barrack is the direct or indirect control person of the general partner or the managing member, as the case may be, of each of Colony Distressed Credit Fund II, L.P., ColCo Strategic Partners, L.P., Colony Capital CAH, L.P., Colony AH Member, LLC, and CCCAH Management Partners, LLC. Following the closing of the Offering and exercise of the Underwriters' option described above: (i) Colony Distressed Credit Fund II, L.P. beneficially owned 1,471,096 Shares, (ii) ColCo Strategic Partners, L.P. beneficially owned 1,332,298 Shares, (iii) Colony Capital CAH, L.P. beneficially owned 26,543 Shares, (iv) Colony AH Member, LLC beneficially owned 1,022,448 Shares, and (v) CCCAH Management Partners, LLC beneficially owned 44,835 Shares.
- F4The Reporting Person disclaims beneficial ownership of the Shares reported herein except to the extent of his pecuniary interest in such securities.