Sec Form 4 Filing - BARRACK THOMAS JR @ Colony Starwood Homes - 2016-10-05

Insider filing report for Changes in Beneficial Ownership
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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)
10/05/2016
(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, per value $0.01 per share 10/05/2016 J( 1 )( 2 )( 3 ) 27,575,055 D $ 0 8,102,004 I By controlled entities ( 4 ) ( 5 )
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. 10/07/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On October 5, 2016, each of Series X Holdco, LLC, a Delaware limited liability company ("Series X"), and Manager Holdco, LLC, a Delaware limited liability company ("Manager Holdco"), transferred all of its Common Shares, par value $0.01 per share, of the Issuer (the "Shares") to all its members on a pro rata basis and without consideration pursuant to the terms of its limited liability company agreement. Subsequently on October 5, 2016, in a series of transfers, certain entities controlled by the Reporting Person, each with a direct or indirect interest in Series X or Manager Holdco, transferred all of its Shares to all of its members or limited partners, as applicable, on a pro rata basis and without consideration pursuant to the terms of its limited liability company agreement or limited partnership agreement, as applicable. (Continued in footnote 2)
( 2 )Following on October 5, 2016, each of Colony American Homes Holdings I, L.P., a Delaware limited partnership, Colony American Homes Holdings II, L.P., a Cayman Islands exempted limited partnership, Colony American Homes Holdings III, L.P., a Delaware limited partnership, and Colony American Homes Holdings IV, L.P., a Cayman Islands exempted limited partnership transferred all of its Shares to all its limited partners on a pro rata basis and without consideration pursuant to the terms of its partnership agreement. (Continued in footnote 3)
( 3 )Following such transfers previously described: (i) Series X Holdco, LLC beneficially owned no Shares, (ii) Manager Holdco, LLC beneficially owned no Shares, (iii) Colony American Homes Holdings I, L.P. beneficially owned no Shares, (iv) Colony American Homes Holdings II, L.P. beneficially owned no Shares, (v) Colony American Homes Holdings III, L.P. beneficially owned no Shares, (vi) Colony American Homes Holdings IV, L.P. beneficially owned no Shares, (vii) Colony Distressed Credit Fund II, L.P. beneficially owned 2,951,315 Shares, (viii) ColCo Strategic Partners, L.P. beneficially owned 2,673,215 Shares, (ix) Colony Capital CAH, L.P. beneficially owned 53,464 Shares, (x) Colony AH Member, LLC beneficially owned 2,288,767 Shares, and (xi) CCCAH Management Partners, LLC beneficially owned 135,243 Shares. The aggregate beneficial ownership of the entities described herein no longer exceeds 10%.
( 4 )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 Series X Holdco, LLC, Manager Holdco, LLC, Colony American Homes Holdings I, L.P., Colony American Homes Holdings II, L.P., Colony American Homes Holdings III, L.P., Colony American Homes Holdings IV, L.P., 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.
( 5 )The Reporting Person disclaims beneficial ownership of the Shares reported herein except to the extent of his pecuniary interest in such securities.

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