Performance Realty Management Form 5 American Housing Income Trust / Monica Andreas ownership change

SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

X

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Performance Realty Management, LLC

(Last) (First) (Middle)

34225 N. 27TH DRIVE

BUILDING 5, STE. 238

(Street)

PHOENIX AZ 85085

(City) (State) (Zip)

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)

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2015

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

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

	Form filed by One Reporting Person
X	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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	09/28/2015(1)	09/28/2015	A4	1,000,000	A	(1)	1,000,000	D
Common Stock	07/06/2015(2)	07/06/2015	J4	58,810(2)	A	(2)	0(2)	D
Common Stock	07/06/2015(4)	07/06/2015	A4	1,000,000	A	(3)	2,058,810(4)	D
Common Stock	07/06/2015(5)	07/06/2015	A5	25,000	A	(5)	25,000	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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option(6)(7)	(6)(7)	10/12/2015	(6)(7)	4A		0(6)(7)	(6)(7)	(6)(7)	Common Stock	(6)(7)	(6)(7)	0	D

1. Name and Address of Reporting Person^*

Performance Realty Management, LLC

(Last) (First) (Middle)

34225 N. 27TH DRIVE

BUILDING 5, STE. 238

(Street)

PHOENIX AZ 85085

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

American Realty Partners, LLC

(Last) (First) (Middle)

34225 NORTH 27TH DRIVE

BUILDING 5, STE 238

(Street)

PHOENIX AZ 85085

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Zarinegar Sean

(Last) (First) (Middle)

34225 N. 27TH DRIVE

BUILDING 5

(Street)

PHOENIX AZ 85085

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Hedrick Kenneth

(Last) (First) (Middle)

34225 N. 27TH DRIVE

BUILDING 5

(Street)

PHOENIX AZ 85085

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Howard Jeffrey Charles

(Last) (First) (Middle)

34225 N. 27TH DRIVE

BUILDING 5

(Street)

PHOENIX AZ 85085

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Andreas Monica

(Last) (First) (Middle)

34225 N. 27TH DRIVE

BUILDING 5, STE. 238

(Street)

PHOENIX AZ 85085

(City) (State) (Zip)

Explanation of Responses:

1. Shares were issued to Performance Realty Management, LLC ("PRM") in consideration of its performance under the Operating Agreement as Manager of American Realty Partners, LLC ("ARP") and the Parent/Subsidary and Operations Agreement between ARP and the Company.

2. As a result of a reverse stock split, and ARP's conversion of its preferred shares into common shares, ARP's ownership dropped below 10%; however, ARP is a beneficial owner to PRM as a result of PRM having control over the operations of ARP with direction from the Board of Directors for the Company, pursuant to the Parent/Subsidiary and Operations Agreement. See also ARP's original Schedule 13D dated February 25, 2015.

3. Shares were issued to Sean Zarinegar pursuant to his Advisory Board Consulting Agreement and Compensation Agreement with the Company.

4. Sean Zarinegar is the beneficial owner of 2,058,810 shares because he personally controls 1,000,000 shares, and controls 1,000,000 shares as the Manager of PRM. He also controls the 58,810 shares titled to ARP by virtue of PRM serving as the Manager to ARP pursuant to the ARP Operating Agreement, as amended.

5. Director Kenneth Hedrick was issued 25,000 shares of restricted common stock in the Company pursuant to his Board Director Agreement. As a Director, Mr. Hedrick is a required reporter, but does not possess a beneficial ownership interest.

6. On October 12, 2015, the Company hired Jeff Howard to serve as Chief Executive Officer and President. In addition to the compensation identified in his employment agreement, the Company and Mr. Howard agreed to the following escalators, which includes the grant of additional shares of restricted common stock: (a) The Company agrees to increase his compensation by an additional $25,000 per annum and shall issue an additional issuance of 25,000 shares of common stock in the Company to Mr. Howard when the Company achieves the milestone of a gross revenue of $1,000,000 per annum; (b) The Company agrees to increase his compensation by an additional $25,000 per annum when the Company has achieved the milestone of a gross revenue of $1,500,000 per annum;

7. and (c) the Company agrees to increase his compensation by an additional $25,000 per annum, and issue an additional issuance of 25,000 shares of restricted common stock in the Company to him when the Company has achieved the milestone of a gross revenue of $2,000,000 per annum. Mr. Howard's current and future compensation is not contingent upon the success of sales of shares of common stock under the pending registration statement under S-11/A and Prospectus attached thereto.

Remarks:

As an officer, Monica Andreas is a required reporter, but does not possess a beneficial ownership.

	Sean Zarinegar for Performance Realty Managment, LLC	02/12/2016
	Sean Zarinegar for American Realty Partners, LLC	02/12/2016
	Sean Zarinegar	02/12/2016
	Ken Hedrick	02/12/2016
	Jeff Howard	02/12/2016
	Monica Andreas	02/12/2016
	** Signature of Reporting Person	Date
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