Sec Form 4 Filing - BARRACK THOMAS JR @ 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 BARRACK THOMAS JR 2. Issuer Name and Ticker or Trading Symbol Colony Starwood Homes [ SFR] 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) 515 SOUTH FLOWER, 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) __ 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 Shares, par value $0.01 per share 03/07/2017 S( 1 )( 2 ) 3,922,228 D $ 32.5 3,897,220 I By controlled entities ( 3 ) ( 4 )

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 BARRACK THOMAS JR 515 SOUTH FLOWER 44TH FLOOR LOS ANGELES, CA90071 X Signatures /s/ Thomas J. Barrack, Jr. 03/07/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 1, 2017, Colony Distressed Credit Fund II, L.P., ColCo Strategic Partners, L.P., Colony Capital CAH, L.P., Colony AH Member, LLC, and CCCAH Management Partners, 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 Colony Distressed Credit Fund II, L.P. agreed to sell 1,286,578 Shares, ColCo Strategic Partners, L.P. agreed to sell 1,165,345 Shares, Colony Capital CAH, L.P. agreed to sell 23,307 Shares, Colony AH Member, LLC agreed to sell 894,227 Shares, and CCCAH Management Partners, LLC agreed to sell 39,305 Shares (the "Offering"). ( 2 )(Footnote 1 continued) 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 193,641 Shares from Colony Distressed Credit Fund II, L.P., 175,572 Shares from ColCo Strategic Partners, L.P., 3,614 Shares from Colony Capital CAH, L.P., 134,616 Shares from Colony AH Member, LLC, and 6,023 Shares from CCCAH Management Partners, LLC. ( 3 )Mr. Barrack is the direct or indirect control person of the general partner or the managing member, as the case may be, of each of Colony Distressed Credit Fund II, L.P., ColCo Strategic Partners, L.P., Colony Capital CAH, L.P., Colony AH Member, LLC, and CCCAH Management Partners, LLC. Following the closing of the Offering and exercise of the Underwriters' option described above: (i) Colony Distressed Credit Fund II, L.P. beneficially owned 1,471,096 Shares, (ii) ColCo Strategic Partners, L.P. beneficially owned 1,332,298 Shares, (iii) Colony Capital CAH, L.P. beneficially owned 26,543 Shares, (iv) Colony AH Member, LLC beneficially owned 1,022,448 Shares, and (v) CCCAH Management Partners, LLC beneficially owned 44,835 Shares. ( 4 )The Reporting Person disclaims beneficial ownership of the Shares reported herein except to the extent of his pecuniary interest in such securities.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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