American Residential Properties (ARPI) Inactive
Filed: 1 Mar 16, 12:00am
As filed with the Securities and Exchange Commission on March 1, 2016
Registration No. 333-188514
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
American Residential Properties, Inc.
(ARPI REIT, LLC as successor by merger to American Residential Properties, Inc.)
(Exact name of registrant as specified in its charter)
Maryland |
| 45-4941882 |
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c/o ARPI REIT, LLC |
| 91031 |
American Residential Properties, Inc. 2012 Equity Incentive Plan
(Full title of the plan)
Sara H. Vogt-Lowell
Chief Legal Officer
ARPI REIT, LLC
30601 Agoura Road, Suite 200
Agoura Hills, California 91301
(Name and address of agent for service)
(805) 413-5300
(Telephone number, including area code, of agent for service)
Copies to:
James E. Showen
Hogan Lovells US LLP
555 Thirteenth Street, N.W.
Washington, D.C. 20004
(202) 637-5600
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o |
| Accelerated filer x |
Non-accelerated filer o (Do not check if a smaller reporting company) |
| Smaller reporting company o |
EXPLANATORY NOTE, DEREGISTRATION OF UNSOLD SECURITIES
American Residential Properties, Inc., a Maryland corporation (the “Company”), is filing this Post-Effective Amendment No. 1 to its Registration Statement on Form S-8 (Registration No. 333-188514) (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 10, 2013, registering 1,500,000 shares of the Company’s common stock, $0.01 par value per share (“Common Stock”), issuable pursuant to the American Residential Properties, Inc. 2012 Equity Incentive Plan, to deregister any and all shares of Common Stock that remain unsold under the Registration Statement as of the date hereof.
On February 29, 2016, pursuant to the terms of the Agreement and Plan of Merger, dated as of December 3, 2015, among the Company, American Residential Properties OP, L.P., a Delaware limited partnership (the “Operating Partnership”), American Residential GP, LLC, a Delaware limited liability company and general partner of the Operating Partnership, American Homes 4 Rent, a Maryland real estate investment trust (“AMH”), Sunrise Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of AMH, American Homes 4 Rent, L.P., a Delaware limited partnership (“AMH OP”), and OP Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of AMH OP, the Company merged with and into Sunrise Merger Sub, LLC, which simultaneously changed its name to ARPI REIT, LLC (“Merger Sub”), with Merger Sub continuing as the surviving company in the merger (the “Merger”). At the effective time of the Merger, each outstanding share of the Company’s Common Stock (other than shares owned by AMH, any subsidiary of AMH or any wholly-owned subsidiary of the Company) was converted into the right to receive 1.135 Class A common shares of beneficial interest, par value $0.01 per share, of AMH.
In connection with the Merger, Merger Sub, as successor to the Company, has terminated all offerings of securities registered pursuant to the Company’s existing registration statements, including the Registration Statement. In accordance with the undertakings contained in the Registration Statement to remove from registration, by means of a post-effective amendment, any and all of the securities of the Company registered under the Registration Statement that remain unsold at the termination of the offerings, Merger Sub, as successor to the Company, hereby removes from registration all securities of the Company registered but unsold under the Registration Statement as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Agoura Hills, state of California, on this 1st day of March, 2016.
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| ARPI REIT, LLC | |
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| By: | /s/ Stephanie Heim |
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| Name: Stephanie Heim |
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| Title: Senior Vice President — Counsel |