Sec Form 4 Filing - KESSLER IRVIN R @ Silver Bay Realty Trust Corp. - 2012-12-19

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 KESSLER IRVIN R 2. Issuer Name and Ticker or Trading Symbol Silver Bay Realty Trust Corp. [ SBY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O SILVER BAY REALTY TRUST CORP., 601 CARLSON PARKWAY, SUITE 250 3. Date of Earliest Transaction (MM/DD/YY) 12/19/2012 (Street) MINNETONKA, MN55305 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, par value $0.01 per share 12/19/2012 S 1,000 D $ 1 0 I Owned by PRCM Real Estate Advisers LLC - See footnote ( 1 ) Common stock, par value $0.01 per share 12/19/2012 P 100,000 A $ 18.5 100,000 I Owned by Kessler Family Limited Partnership - See footnote ( 2 ) Common stock, par value $0.01 per share 12/19/2012 A 362,604 A $ 18.5 462,604 I Owned by Kessler Family Limited Partnership - See footnote ( 3 ) Common stock, par value $0.01 per share 12/19/2012 P 200,000 A $ 18.5 200,000 I Owned by Provident Premier Master Fund LTD ( 4 ) Common stock, par value $0.01 per share 12/19/2012 A 715,914 A $ 18.5 715,914 I Owned by Provident Real Estate Advisers LLC ( 5 ) Common stock, par value $0.01 per share 12/19/2012 A 719,671 A $ 18.5 719,671 I Owned by Provident Real Estate Opportunity Fund LLC ( 6 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securit ies) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KESSLER IRVIN R C/O SILVER BAY REALTY TRUST CORP. 601 CARLSON PARKWAY, SUITE 250 MINNETONKA, MN55305 X Signatures /s/ Timothy O'Brien, attorney in fact, on behalf of Irvin R. Kessler 12/21/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents securities owned directly by PRCM Real Estate Advisers LLC (the "Manager") that were sold back to the issuer upon closing of the initial public offering. Mr. Kessler is the sole owner and Chief Executive Officer of Deephaven, Inc. ("Deephaven"), an entity which is the sole owner of Provident. Mr. Kessler, Provident and Deephaven disclaim beneficial ownership of any of the securities owned by the Manager other than to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that Mr. Kessler, Provident or Deephaven is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. ( 2 )These securities are owned directly by the Kessler Family Limited Partnership (the "Partnership") for which Mr. Kessler serves as the General Partner. Mr. Kessler disclaims beneficial ownership of any of the securities owned by the Partnership other than to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Kessler is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. ( 3 )These securities are owned directly by the Partnership for which Mr. Kessler serves as the General Partner. These securities were issued in connection with the mergers of Provident Residential Real Estate Fund LLC and Resi II LLC into subsidiaries of the issuer. Mr. Kessler disclaims beneficial ownership of any of the securities owned by the Partnership other than to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Kessler is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. ( 4 )These securities are owned directly by Provident Premier Master Fund Ltd. (the "Fund") for which Deephaven serves as the investment manager. Mr. Kessler is the sole owner, director and Chief Executive Officer of Deephaven. Mr. Kessler disclaims beneficial ownership of any of the securities owned by the Fund other than to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Kessler is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. ( 5 )These securities are owned directly by Provident Real Estate Advisors LLC (the "Provident Fund"), which is owned by for which Mr. Kessler is the sole owner, director and Chief Executive Officer. These securities were issued in connection with the mergers of Provident Residential Real Estate Fund LLC and Resi II LLC into subsidiaries of the issuer and the acquisition by the issuer of all outstanding equity interests of Polar Cactus LLC, Polar Cactus II LLC and Cool Willow LLC . Mr. Kessler disclaims beneficial ownership of any of the securities owned by the Provident Fund other than to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Kessler is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. ( 6 )These securities are owned directly by Provident Real Estate Opportunity Fund LLC (the "Opportunity Fund") for which Mr. Kessler is the sole member. These securities were issued in connection with the acquisition by the issuer of all outstanding equity interests of Polar Cactus LLC, Polar Cactus II LLC and Cool Willow LLC . Mr. Kessler disclaims beneficial ownership of any of the securities owned by the Opportunity Fund other than to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Kessler is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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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