Douglas N Benham Form 4 American Residential Properties / DOUGLAS N BENHAM ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BENHAM DOUGLAS N

(Last) (First) (Middle)

7047 EAST GREENWAY PARKWAY

SUITE 350

(Street)

SCOTTSDALE AZ 85254

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
American Residential Properties, Inc. [ ARPI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/29/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01 par value per share	02/29/2016		D		14,720	D	$0(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LTIP Units(2)	(3)	02/29/2016		D			10,756	(3)	(3)	Common Stock	10,756	$0(4)	0	D

Explanation of Responses:

1. Disposed 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 16,707 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.

2. Represents LTIP Units in ARP OP, the operating partnership of the Issuer.

3. As 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.

4. Disposed 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.

Remarks:

	/s/ Mark W. Wickersham, as Attorney-in-Fact	03/02/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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