Sec Form 4 Filing - Colony NorthStar, Inc. @ Colony Starwood Homes - 2017-03-07

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 Colony NorthStar, Inc. 2. Issuer Name and Ticker or Trading Symbol Colony Starwood Homes [ SFR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 515 SOUTH FLOWER STREET, 44TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/07/2017 (Street) LOS ANGELES, CA90071 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Shares, par value $0.01 per share 03/07/2017 S( 1 ) 7,583,840 D $ 32.5 7,535,967 I By controlled entity ( 2 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Colony NorthStar, Inc. 515 SOUTH FLOWER STREET 44TH FLOOR LOS ANGELES, CA90071 X CFI CSFR Investor, LLC 515 S. FLOWER STREET, 44TH FLOOR LOS ANGELES, CA90071 X Signatures /s/ Darren J. Tangen, authorized signatory 03/07/2017 Signature of Reporting Person Date /s/ Darren J. Tangen, authorized signatory, CFI CSFR Investor, LLC 03/07/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 1, 2017, CFI CSFR Investor, LLC entered into an underwriting agreement (the "Underwriting Agreement") with the Issuer, Colony Starwood Homes Partnership, L.P., the underwriters party thereto (the "Underwriters") and the selling shareholders party thereto. Pursuant to the Underwriting Agreement, the Issuer agreed to sell 9,600,000 of the Issuer's common shares ("Shares") and the selling shareholders party thereto agreed to sell 10,476,891 Shares in an underwritten offering, of which CFI CSFR Investor, LLC agreed to sell 6,591,238 Shares (the "Offering"). All material contingencies set forth in the Underwriting Agreement were satisfied and the Offering closed on March 7, 2017. In addition, the Underwriters exercised an option to purchase additional Shares, and on March 7, 2017, pursuant to such option exercise the Underwriters purchased 992,602 Shares from CFI CSFR Investor, LLC. ( 2 )Colony NorthStar, Inc. is the indirect controlling entity of CFI CSFR Investor, LLC.

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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