Sec Form 4 Filing - Prawer Arik @ Invitation Homes Inc. - 2017-11-16

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 Prawer Arik 2. Issuer Name and Ticker or Trading Symbol Invitation Homes Inc. [ INVH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Integration Officer (Last) (First) (Middle) C/O INVITATION HOMES INC., 1717 MAIN STREET, SUITE 2000 3. Date of Earliest Transaction (MM/DD/YY) 11/16/2017 (Street) DALLAS, TX75201 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 11/16/2017 A( 1 ) 162,064 A 162,064 ( 3 ) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Prawer Arik C/O INVITATION HOMES INC. 1717 MAIN STREET, SUITE 2000 DALLAS, TX75201 Chief Integration Officer Signatures /s/ Mark A. Solls as Attorney-in-fact 11/20/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Acquired pursuant to the Agreement and Plan of Merger, dated August 9, 2017 (the "Merger Agreement"), pursuant to which Starwood Waypoint Homes ("SFR") merged with and into IH Merger Sub, LLC, with IH Merger Sub LLC surviving as a wholly owned subsidiary of the Issuer (the "REIT Merger") and Starwood Waypoint Homes Partnership, L.P. ("SFR LP") merged with and into Invitation Homes Operating Partnership LP (INVH LP"), with INVH LP surviving as a subsidiary of the Issuer (together with the REIT Merger, the "Mergers"). ( 2 )Pursuant to the Merger Agreement, each outstanding common share of beneficial interest, par value $0.01 per share of SFR held immediately prior to the effective time of the Mergers converted into 1.6140 newly issued, fully paid and non-assessable shares of common stock, par value $0.01 per share, of the Issuer (the "Common Stock"). SFR restricted stock units converted into Issuer restricted stock units at the conversion ratio described herein. ( 3 )Includes 107,473 restricted stock 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).

** 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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