Invitation Homes Form 4 Colony Starwood Homes / THOMAS BARRACK JR 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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X

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^*

BARRACK THOMAS JR

(Last) (First) (Middle)

515 SOUTH FLOWER

44TH FLOOR

(Street)

LOS ANGELES CA 90071

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Colony Starwood Homes [ SFR ]

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)
06/09/2017

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 Shares, par value $0.01 per share	06/09/2017		S(1)(2)(3)(4)		3,897,220	D	$34.69	0	I	By controlled entities(5)(6)

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

Explanation of Responses:

1. In connection with the closing of the Offering (as defined below), Mr. Barrack submitted his resignation from the Board of Trustees of the Issuer effective June 9, 2017. Accordingly, Mr. Barrack is no longer a Trustee or significant shareholder for purposes of Section 16 reporting as of June 9, 2017.

2. On June 5, 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 (the "Selling Shareholders") entered into an underwriting agreement (the "Underwriting Agreement") with the Issuer, Colony Starwood Homes Partnership, L.P., Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Underwriter") and the selling shareholders party thereto. Pursuant to the Underwriting Agreement, the Issuer agreed to sell 11,600,000 of the Issuer's common shares and the selling shareholders party thereto agreed to sell 11,433,187 common shares of the Issuer (the "Shares") in an underwritten offering, of which Colony Distressed Credit Fund II, L.P. agreed to sell 1,471,096 Shares, ColCo Strategic Partners, L.P. agreed to sell 1,332,298 Shares,

3. (Continued from footnote 2) Colony Capital CAH, L.P. agreed to sell 26,543 Shares, Colony AH Member, LLC agreed to sell 1,022,448 Shares, and CCCAH Management Partners, LLC agreed to sell 44,835 Shares (the "Offering").

4. All material contingencies set forth in the Underwriting Agreement were satisfied and the Offering closed on June 9, 2017.

5. Mr. 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, none 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 beneficially own any common shares of the Issuer.

6. The Reporting Person disclaims beneficial ownership of the Shares reported herein except to the extent of his pecuniary interest in such securities.

Remarks:

	/s/ Thomas J. Barrack, Jr.	06/09/2017
	** 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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