Sec Form 4 Filing - Hawkes Laurie A. @ American Residential Properties, Inc. - 2016-02-29

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Hawkes Laurie A. 2. Issuer Name and Ticker or Trading Symbol American Residential Properties, Inc. [ ARPI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and COO (Last) (First) (Middle) 7047 E GREENWAY PARKWAY, SUITE 350 3. Date of Earliest Transaction (MM/DD/YY) 02/29/2016 (Street) SCOTTSDALE, AZ85254 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, $0.01 par value per share 02/29/2016 D 500 D $ 0 ( 1 ) 0 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 LTIP Units ( 2 ) ( 3 ) 02/29/2016 A 156,834 ( 4 ) ( 3 ) ( 3 ) Common Stock 156,834 $ 0 418,679 D LTIP Units ( 2 ) ( 3 ) 02/29/2016 D 418,679 ( 3 ) ( 3 ) Common Stock 418,679 $ 0 ( 5 ) 0 D Common Units ( 6 ) ( 6 ) 02/29/2016 D 175,000 ( 6 ) ( 6 ) Common Stock 175,000 $ 0 ( 7 ) 0 I See footnote ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hawkes Laurie A. 7047 E GREENWAY PARKWAY SUITE 350 SCOTTSDALE, AZ85254 X President and COO Signatures /s/ Mark W. Wickersham, as Attorney-in-Fact 03/01/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of pursuant to the Agreement and Plan of Merger, dated as of December 3, 2015, among American Residential Properties, Inc. (the "Issuer"), American Residential OP, L.P. ("ARP OP"), American Homes 4 Rent ("AMH") and American Homes 4 Rent, L.P. ("AMH OP"), among others (the "Merger Agreement"), in exchange for 567 Class A common shares of AMH (plus cash in lieu of fractional shares), which had a closing market value per share of $14.00 on the effective date of the mergers contemplated by the Merger Agreement ( 2 )Represents LTIP Units in ARP OP, the operating partnership of the Issuer. ( 3 )As described in ARP OP's partnership agreement, vested LTIP Units, after achieving parity with Common Units of ARP OP, may be exchanged at any time for cash or, at the election of the Issuer, for shares of common stock of the Issuer on a one-for-one basis. LTIP Units have no expiration date. ( 4 )Performance-based LTIP Units that became vested as contemplated by the Merger Agreement. ( 5 )Disposed of pursuant to the Merger Agreement in exchange for 475,200 Class A Units of AMH OP (plus cash in lieu of fractional units), which, for purposes of this Form 4, had a value of $14.00 per unit, which was the closing market value per Class A common share of AMH on the effective date of the mergers contemplated by the Merger Agreement. ( 6 )Represents units of limited partnership interest ("Common Units") in ARP OP. Common Units may be exchanged at any time for cash or, at the election of the Issuer, for shares of Common Stock on a one-for-one basis. Common Units have no expiration date. ( 7 )Disposed of pursuant to the Merger Agreement in exchange for 198,625 Class A Units of AMH OP, which, for purposes of this Form 4, had a value of $14.00 per unit, which was the closing market value per Class A common share of AMH on the effective date of the mergers contemplated by the Merger Agreement. ( 8 )The Common Units were owned by American Residential Management, Inc. ("ARM"), which is jointly owned by the Reporting Person and another executive officer of the Issuer. Accordingly, the Reporting Person shared dispositive power over these Common Units. Except to the extent of the Reporting Person's pecuniary interest in ARM, the Reporting Person disclaimed beneficial ownership of these Common Units.

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).

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