SEC Form 4 · accession 0000899243-17-027039
Starwood Waypoint Homes · SFR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Barry S Sternlicht
Director
Period of report
Nov 16, 2017
Accepted (ET)
Nov 20, 2017 · 7:15 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 of beneficial interestF1,F2 | Nov 16, 2017 | D | 126,055 | — | D | 0 | I | By controlled entities |
| Common shares of beneficial interestF1 | Nov 16, 2017 | D | 688,027 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| OP UnitsF4,F5,F3 | — | Nov 16, 2017 | D | 5,849,824 | D | — | — | Common shares of beneficial interest | 5,849,824 | 0 | I |
Explanation of responses
- F1Pursuant to an Agreement and Plan of Merger, dated as of August 9, 2017 (the "Merger Agreement"), by and among Invitation Homes Inc. ("INVH"), Invitation Homes Operating Partnership LP ("INVH LP"), IH Merger Sub, LLC ("REIT Merger Sub"), Starwood Waypoint Homes ("SFR") and Starwood Waypoint Homes Partnership, L.P., SFR merged with and into REIT Merger Sub, with REIT Merger Sub surviving as a wholly-owned subsidiary of INVH. Pursuant to the Merger Agreement, each outstanding common share of beneficial interest, par value $0.01 per share ("SFR Common Shares"), of SFR was converted into the right to receive 1.6140 shares of common stock ("INVH Common Stock"), par value $0.01 per share, of INVH and cash in lieu of any fractional INVH Common Stock.
- F2Represents SFR Common Shares held by Starwood Capital Group Global, L.P. ("SCGG") and SFIP, L.P. ("SFIP"). Mr. Sternlicht is the controlling partner of SCGG and SFIP.
- F3The OP Units were redeemable for the issuer's SFR Common Shares or cash at the discretion of the issuer. The OP Units did not have expiration dates.
- F4Disposed of pursuant to the Merger Agreement, pursuant to which each OP Unit was converted into the right to receive 1.6140 common limited partnership units in INVH LP.
- F5The OP Units were held by SCGG.