SEC Form 4 · accession 0000899243-17-027095
Invitation Homes Inc. · INVH
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 · 8:17 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001687229
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Nov 16, 2017 | A | 1,110,475 | — | A | 1,110,475 | D | |
| Common StockF2,F3 | Nov 16, 2017 | A | 203,452 | — | A | 203,452 | I | By controlled entities |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| INVH LP UnitsF4,F5,F3 | — | Nov 16, 2017 | A | 9,441,615 | A | — | — | Common Stock | 9,441,615 | 9,441,615 | I |
Explanation of responses
- F1Acquired pursuant to the Agreement and Plan of Merger, dated August 9, 2017 (the "Merger Agreement"), pursuant to which Starwood Waypoint Homes ("SFR") merged with and into IH Merger Sub, LLC, with IH Merger Sub LLC surviving as a wholly owned subsidiary of the Issuer (the "REIT Merger") and Starwood Waypoint Homes Partnership, L.P. ("SFR LP") merged with and into Invitation Homes Operating Partnership LP (INVH LP"), with INVH LP surviving as a subsidiary of the Issuer (together with the REIT Merger, the "Mergers").
- F2Pursuant to the Merger Agreement, each outstanding common share of beneficial interest, par value $0.01 per share of SFR held immediately prior to the effective time of the Mergers converted into 1.6140 newly issued, fully paid and non-assessable shares of common stock, par value $0.01 per share, of the Issuer (the " Common Stock").
- F3Represents shares held by entities controlled by the Reporting Person.
- F4Common limited partnership units of INVH LP (the "INVH LP Units") are redeemable for shares of the Issuer's Common Stock or cash at the discretion of the issuer. The INVH LP Units do not have expiration dates.
- F5Pursuant to the Merger Agreement, each outstanding common limited partnership unit of SFR LP held immediately prior to the effective time of the Mergers converted into 1.6140 newly issued and fully paid INVH LP Units.
Remarks
The Reporting Person disclaims beneficial ownership over the securities reported herein as indirectly beneficially owned, except to the extent of his pecuniary interest therein.