| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol American Housing Income Trust, Inc. [ AHIT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/25/2016 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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(1) | 1,000,000(1) | D | ||||||||
| Common Stock(1) | 1,058,810(1) | I | Performance Realty Management, LLC and American Realty Partners, LLC | |||||||
| Common Stock(2)(3) | 02/25/2016 | (2) | A | V | 3,000,000(4) | A | $0(2) | 1,000,000(3) | D | |
| Common Stock(2)(3) | 02/25/2016 | (2) | A | V | 3,000,000(4) | A | $0(2) | 1,058,810(3) | I | Performance Realty Management, LLC and American Realty Partners, LLC |
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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. Sean Zarinegar is the direct owner of 1,000,000 shares of restricted stock. He is also the beneficial owner of 1,058,810 shares because he personally controls 1,000,000 shares issued to Performance Realty Management, LLC ("PRM") as its Manager. He also controls, to a lesser degree, the 58,810 shares titled to American Realty Partners, LLC ("ARP") by virtue of PRM serving as the Manager to ARP pursuant to the ARP Operating Agreement, as amended. Furthermore, ARP is wholly-owned by the Company, and Mr. Zarinegar is the Chairman of the Board and Chief Financial Officer of the Company. As indicated in previous filings, and as outlined here, as of the date of this filing Mr. Zarinegar cumulatively holds 2,058,810 beneficial shares both directly and indirectly. |
| 2. The Company has granted Mr. Zarinegar the issuance of 3,000,000 shares of restricted common stock on the 1st, 2nd and 3rd anniversary of the Employment Agreement. |
| 3. It should be noted that there was only one transaction occuring on February 25, 2016 regarding the 3,000,000 shares. It is reported here on two separate lines to reflect both the direct and indirect beneficial holdings of Mr. Zarinegar. As indicated in previous filings, as of the date of this filing he cumulatively holds 2,058,810 beneficial shares both directly and indirectly, as outlined above as well as the 3,000,000 shares being held by the issuer on his behalf until such time as his 1st, 2nd and 3rd employee anniversary dates, as outlined in his Employment Agreement with Issuer. |
| 4. Represents deferred shares of common stock held by the Issuer for the benefit of the Reporting Person pursuant to the February 25, 2016 Employment Agreement between Issuer and Reporting Person. |
| Sean Zarinegar | 03/08/2016 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
