Simpson Thacher & BartlettLLP
425 LEXINGTON AVENUE
NEW YORK, NY 10017-3954
TELEPHONE: +1-212-455-2000
FACSIMILE: +1-212-455-2502
| Direct Dial Number | E-mail Address | |
| (212) 455-3986 | jbonnie@stblaw.com |
January 6, 2017
VIA COURIER AND EDGAR
| Re: | Invitation Homes Inc. |
| Registration Statement on Form S-11 Filed |
| January 6, 2017 |
| CIK No. 0001687229 |
Rahul K. Patel, Esq.
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Dear Mr. Patel:
On behalf of Invitation Homes Inc. (“Invitation Homes”), we hereby transmit via EDGAR for filing with the Securities and Exchange Commission a Registration Statement on Form S-11 (the “Registration Statement”) relating to the offering of shares of its common stock, marked to show changes from Amendment No. 2 to the Draft Registration Statement confidentially submitted on December 22, 2016 (the “Draft Registration Statement”).
The Registration Statement has been revised to reflect that it has been filed rather than confidentially submitted and to reflect certain other changes. In addition, Invitation Homes has filed certain exhibits with the Registration Statement. Invitation Homes advises the Staff that it will file any remaining required exhibits in one or more future pre-effective amendments. Invitation Homes understands that the Staff requires a reasonable amount of time for review.
For the convenience of the Staff’s review, copies of this letter and the Registration Statement, marked to reflect changes against the Draft Registration Statement, are being delivered to your attention.
* * * * *
| BEIJING | HONG KONG | HOUSTON | LONDON | LOS ANGELES | PALO ALTO | SÃO PAULO | SEOUL | TOKYO | WASHINGTON, D.C. |
Please do not hesitate to call Joshua Ford Bonnie at 202-636-5804 or Edgar J. Lewandowski at 212-455-7614 with any questions or further comments you may have regarding this filing or if you wish to discuss the above responses.
Very truly yours,
/s/ Simpson Thacher & Bartlett LLP
Simpson Thacher & Bartlett LLP
| cc: | Securities and Exchange Commission |
| Kim McManus |
| Paul Cline |
| Robert F. Telewicz, Jr. |
| Invitation Homes Inc. |
| John B. Bartling Jr. |
| Ernest M. Freedman |
| Mark A. Solls |
| Goodwin Procter LLP |
| Gilbert G. Menna |
| Scott C. Chase |
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