Vii-nq L.L.C. Brea Form 4 Invitation Homes / VII-NQ L.L.C. BREA 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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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^*

Blackstone Real Estate Partners VII.TE.8-NQ L.P.

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Invitation Homes Inc. [ INVH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/02/2019

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 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	08/02/2019		J(1)(2)		111,235	D	(1)(2)	37,240,918	I	See Footnotes(10)(17)(18)(23)(24)(25)(26)
Common Stock								20,291,166	I	See Footnotes(11)(19)(23)(24)(25)(26)
Common Stock	08/02/2019		J(3)		10,132	D	(3)	3,993,521	I	See Footnotes(12)(19)(23)(24)(25)(26)
Common Stock	08/02/2019		J(4)(5)		9,991	D	(4)(5)	15,709,867	I	See Footnotes(13)(20)(21)(22)(23)(24)(25)(26)
Common Stock	08/02/2019		J(6)(7)		19,077	D	(6)(7)	9,237,304	I	See Footnotes(14)(20)(21)(23)(24)(25)(26)
Common Stock	08/02/2019		J(8)		15,948	D	(8)	7,065,711	I	See Footnotes(15)(20)(21)(23)(24)(25)(26)
Common Stock	08/02/2019		J(9)		15,002	D	(9)	8,361,965	I	See Footnotes(16)(20)(21)(23)(24)(25)(26)

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

1. Name and Address of Reporting Person^*

Blackstone Real Estate Partners VII.TE.8-NQ L.P.

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Real Estate Associates VII-NQ L.P.

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BREA VII-NQ L.L.C.

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Real Estate Partners VII L.P.

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Real Estate Associates VII L.P.

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BREA VII L.L.C.

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

Explanation of Responses:

1. Represents a distribution of the shares of Common Stock of Invitation Homes Inc. ("Common Stock") previously held directly by IH1 Holdco L.P. to members of BREA VII-NQ L.L.C. in respect of their indirect interests in IH1 Holdco L.P. IH1 Holdco L.P. distributed 111,235 shares of Common Stock to IH1 Holdco GP LLC, its general partner, which distributed such shares to Invitation Homes Parent L.P., its sole member, which distributed such shares to Invitation Homes GP Parent LLC, its general partner, which distributed such shares to THR Investor LLC, its sole member.

2. THR Investor LLC then distributed such shares to Blackstone Real Estate Partners VII-NQ L.P., Blackstone Real Estate Partners VII.TE.1-NQ L.P., Blackstone Real Estate Partners VII.TE.2-NQ L.P., Blackstone Real Estate Partners VII.TE.3-NQ L.P., Blackstone Real Estate Partners VII.TE.4-NQ L.P., Blackstone Real Estate Partners VII.TE.5-NQ L.P., Blackstone Real Estate Partners VII.TE.6-NQ L.P., Blackstone Real Estate Partners VII.TE.7-NQ L.P., Blackstone Real Estate Partners VII.TE.8-NQ L.P. and Blackstone Real Estate Partners VII.F-NQ (AV) L.P. (collectively, the "BREP VII NQ Funds"). The BREP VII NQ Funds then distributed such shares to Blackstone Real Estate Associates VII-NQ L.P., their general partner, which distributed such shares to BREA VII-NQ L.L.C., its general partner, which distributed such shares to Kenneth A. Caplan, William J. Stein, Stephen A. Schwarzman and other members.

3. Represents a distribution of the shares of Common Stock previously held directly by IH2-A Holdco L.P. to members of BREA VII L.L.C. in respect of their indirect interests in IH2-A Holdco L.P. IH2-A Holdco L.P. distributed 10,132 shares of Common Stock to IH2-A Holdco GP LLC, its general partner, which distributed such shares to Invitation Homes 2-A L.P., its sole member, which distributed such shares to certain limited partners, who distributed such shares to Blackstone Real Estate Associates VII L.P., their general partner, which distributed such shares to BREA VII L.L.C., its general partner, which distributed such shares to Kenneth A. Caplan, William J. Stein, Stephen A. Schwarzman and other members.

4. Represents a distribution of the shares of Common Stock previously held directly by IH3 Holdco L.P. to members of BREA VII L.L.C. and BTOA L.L.C. in respect of their indirect interests in IH3 Holdco L.P. IH3 Holdco L.P. distributed 8,247 shares of Common Stock to IH3 Holdco GP LLC, its general partner, which distributed such shares to Invitation Homes 3 Parent L.P., its sole member, which distributed such shares to certain limited partners, who distributed such shares to Blackstone Real Estate Associates VII L.P., their general partner, which distributed such shares to BREA VII L.L.C., its general partner, which distributed such shares to Kenneth A. Caplan, William J. Stein, Stephen A. Schwarzman and other members.

5. IH3 Holdco L.P. also distributed 1,744 shares of Common Stock to IH3 Holdco GP LLC, its general partner, which distributed such shares to Invitation Homes 3 Parent L.P., its sole member, which distributed such shares to certain limited partners, who distributed such shares to their general partner, which distributed such shares to BTOA L.L.C., its managing member, which distributed such shares to Stephen A. Schwarzman and other members.

6. Represents a distribution of the shares of Common Stock previously held directly by IH4 Holdco L.P. to members of BREA VII L.L.C. and BTOA L.L.C. in respect of their indirect interests in IH4 Holdco L.P. IH4 Holdco L.P. distributed 16,941 shares of Common Stock to IH4 Holdco GP LLC, its general partner, which distributed such shares to Invitation Homes 4 Parent L.P., its sole member, which distributed such shares to certain limited partners, who distributed such shares to Blackstone Real Estate Associates VII L.P., their general partner, which distributed such shares to BREA VII L.L.C., its general partner, which distributed such shares to Kenneth A. Caplan, William J. Stein, Stephen A. Schwarzman and other members.

7. IH4 Holdco L.P. also distributed 2,136 shares of Common Stock to IH4 Holdco GP LLC, its general partner, which distributed such shares to Invitation Homes 4 Parent L.P., its sole member, which distributed such shares to certain limited partners, who distributed such shares to their general partner, which distributed such shares to BTOA L.L.C., its managing member, which distributed such shares to Stephen A. Schwarzman and other members.

8. Represents a distribution of the shares of Common Stock previously held directly by IH5 Holdco L.P. to members of BREA VII L.L.C. in respect of their indirect interests in IH5 Holdco L.P. IH5 Holdco L.P. distributed 15,948 shares of Common Stock to IH5 Holdco GP LLC, its general partner, which distributed such shares to Invitation Homes 5 L.P., its sole member, which distributed such shares to certain limited partners, who distributed such shares to Blackstone Real Estate Associates VII L.P., their general partner, which distributed such shares to BREA VII L.L.C., its general partner, which distributed such shares to Kenneth A. Caplan, William J. Stein, Stephen A. Schwarzman and other members.

9. Represents a distribution of the shares of Common Stock previously held directly by IH6 Holdco L.P. to members of BREA VII L.L.C. in respect of their indirect interests in IH6 Holdco L.P. IH6 Holdco L.P. distributed 15,002 shares of Common Stock to IH6 Holdco GP LLC, its general partner, which distributed such shares to Invitation Homes 6 L.P., its sole member, which distributed such shares to certain limited partners, who distributed such shares to Blackstone Real Estate Associates VII L.P., their general partner, which distributed such shares to BREA VII L.L.C., its general partner, which distributed such shares to Kenneth A. Caplan, William J. Stein, Stephen A. Schwarzman and other members.

10. Reflects securities held directly by IH1 Holdco L.P. The general partner of IH1 Holdco L.P. is IH1 Holdco GP LLC. Invitation Homes Parent L.P. is the sole limited partner of IH1 Holdco L.P. and the sole member of IH1 Holdco GP LLC.

11. Reflects securities held directly by IH PP Holdco L.P. The general partner of IH PP Holdco L.P. is IH PP Holdco GP LLC. Preeminent Parent L.P. is the sole limited partner of IH PP Holdco L.P. and the sole member of IH PP Holdco GP LLC.

12. Reflects securities held directly by IH2-A Holdco L.P. The general partner of IH2-A Holdco L.P. is IH2-A Holdco GP LLC. Invitation Homes 2-A L.P. is the sole limited partner of IH2-A Holdco L.P. and the sole member of IH2-A Holdco GP LLC.

13. Reflects securities held directly by IH3 Holdco L.P. The general partner of IH3 Holdco L.P. is IH3 Holdco GP LLC. Invitation Homes 3 Parent L.P. is the sole limited partner of IH3 Holdco L.P. and the sole member of IH3 Holdco GP LLC.

14. Reflects securities held directly by IH4 Holdco L.P. The general partner of IH4 Holdco L.P. is IH4 Holdco GP LLC. Invitation Homes 4 Parent L.P. is the sole limited partner of IH4 Holdco L.P. and the sole member of IH4 Holdco GP LLC.

15. Reflects securities held directly by IH5 Holdco L.P. The general partner of IH5 Holdco L.P. is IH5 Holdco GP LLC. Invitation Homes 5 Parent L.P. is the sole limited partner of IH5 Holdco L.P. and the sole member of IH5 Holdco GP LLC.

16. Reflects securities held directly by IH6 Holdco L.P. The general partner of IH6 Holdco L.P. is IH6 Holdco GP LLC. Invitation Homes 6 Parent L.P. is the sole limited partner of IH6 Holdco L.P. and the sole member of IH6 Holdco GP LLC.

17. The general partner of Invitation Homes Parent L.P. is Invitation Homes GP Parent LLC. The sole member of Invitation Homes GP Parent LLC is THR Investor LLC. THR Investor LLC is owned by the BREP VII NQ Funds, Blackstone Real Estate Holdings VII-NQ L.P., Blackstone Real Estate Holdings VII-NQ-ESC L.P. and Blackstone Family Real Estate Partnership VII-SMD L.P.

18. The general partner of each of the BREP VII NQ Funds is Blackstone Real Estate Associates VII-NQ L.P. The general partner of Blackstone Real Estate Associates VII-NQ L.P. is BREA VII-NQ L.L.C. The general partner of Blackstone Real Estate Holdings VII-NQ L.P. and Blackstone Real Estate Holdings VII-NQ-ESC L.P. is BREP VII-NQ Side-by-Side GP L.L.C. The managing member of BREA VII-NQ L.L.C. and the sole member of BREP VII-NQ Side-by-Side GP L.L.C. is Blackstone Holdings II L.P. The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP L.L.C. (f/k/a Blackstone Holdings I/II GP Inc.). The sole member of Blackstone Holdings I/II GP L.L.C. is The Blackstone Group Inc. (f/k/a The Blackstone Group L.P.). The general partner of Blackstone Family Real Estate Partnership VII-SMD L.P. is Blackstone Family GP L.L.C., which is, in turn, wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.

19. The general partner of Preeminent Parent L.P. and Invitation Homes 2-A L.P. is Invitation Homes 2 GP LLC. The sole member of Invitation Homes 2 GP LLC is IH2 Investor L.P. The general partner of IH2 Investor L.P. is Blackstone Real Estate Associates VII L.P. The general partner of Blackstone Real Estate Associates VII L.P. is BREA VII L.L.C. The managing member of BREA VII L.L.C. is Blackstone Holdings III L.P.

20. The general partner of Invitation Homes 3 Parent L.P. is Invitation Homes 3 GP Parent LLC. Invitation Homes 3 GP Parent LLC is owned by BREP IH3 Holdings LLC and BTO IH3 Holdings L.P. The general partner of Invitation Homes 4 Parent L.P. is Invitation Homes 4 GP Parent LLC. Invitation Homes 4 GP Parent LLC is owned by BREP IH4 Holdings LLC and BTO IH3 Holdings L.P. The general partner of Invitation Homes 5 Parent L.P. is Invitation Homes 5 GP Parent LLC. The sole member of Invitation Homes 5 GP Parent LLC is BREP IH5 Holdings LLC. The general partner of Invitation Homes 6 Parent L.P. is Invitation Homes 6 GP Parent LLC. The sole member of Invitation Homes 6 GP Parent LLC is BREP IH6 Holdings LLC.

21. The managing member of BREP IH3 Holdings LLC, BREP IH4 Holdings LLC, BREP IH5 Holdings LLC and BREP IH6 Holdings LLC is Blackstone Real Estate Partners VII L.P. The general partner of Blackstone Real Estate Partners VII L.P. is Blackstone Real Estate Associates VII L.P. The general partner of Blackstone Real Estate Associates VII L.P. is BREA VII L.L.C. The managing member of BREA VII L.L.C. is Blackstone Holdings III L.P.

22. The general partner of BTO IH3 Holdings L.P. is BTO IH3 Manager L.L.C. The managing member of BTO IH3 Manager L.L.C. is BTOA L.L.C. The managing member of BTOA L.L.C. is Blackstone Holdings III L.P.

23. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group Inc. The sole holder of the Class C common stock of The Blackstone Group Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.

24. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.

25. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

26. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

Remarks:

	BLACKSTONE REAL ESTATE PARTNERS VII.TE.8-NQ L.P., By: Blackstone Real Estate Associates VII-NQ L.P., its GP, By: BREA VII-NQ L.L.C., its general partner, By: /s/ Anthony Beovich, Name: Anthony Beovich, Title: Managing Director	08/06/2019
	BLACKSTONE REAL ESTATE ASSOCIATES VII-NQ L.P., By: BREA VII-NQ L.L.C., its GP, By: /s/ Anthony Beovich, Name: Anthony Beovich, Title: Managing Director	08/06/2019
	BREA VII-NQ L.L.C., By: /s/ Anthony Beovich, Name: Anthony Beovich, Title: Managing Director	08/06/2019
	BLACKSTONE REAL ESTATE PARTNERS VII L.P., By: Blackstone Real Estate Associates VII L.P., its GP, By: BREA VII L.L.C., its GP, By: /s/ Anthony Beovich, Name: Anthony Beovich, Title: Managing Director	08/06/2019
	BLACKSTONE REAL ESTATE ASSOCIATES VII L.P., By: BREA VII L.L.C., its GP, By: /s/ Anthony Beovich, Name: Anthony Beovich, Title: Managing Director	08/06/2019
	BREA VII L.L.C., By: /s/ Anthony Beovich, Name: Anthony Beovich, Title: Managing Director	08/06/2019
	** Signature of Reporting Person	Date
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