Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

TPG Advisors VI, Inc.

2. Date of Event Requiring Statement (MM/DD/YYYY) 6/20/2013

3. Issuer Name and Ticker or Trading Symbol

AV Homes, Inc. [AVHI]

(Last) (First) (Middle)

C/O TPG GLOBAL, LLC,, 301 COMMERCE STREET, SUITE 3300

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director ___ X ___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)

(Street)

FORT WORTH, TX 76102

(City) (State) (Zip)

5. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2557474	I	See Explanation of Responses ⁽¹⁾ ⁽²⁾ ⁽³⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock ⁽¹⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	6657543	⁽⁴⁾	I	See Explanation of Responses ⁽¹⁾ ⁽²⁾ ⁽³⁾

Explanation of Responses:
( 1)	David Bonderman and James G. Coulter are officers and sole shareholders of TPG Advisors VI, Inc. ("Advisors VI" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Aviator, L.P. ("TPG Aviator"), which directly holds 2,557,474 shares of Common Stock, par value $1.00 per share ("Common Stock"), of AV Homes, Inc. (the "Issuer") and 665,754.3 shares of shares of Series A Contingent Convertible Cumulative Redeemable Preferred Stock, par value $0.10 per share (the "Series A Convertible Preferred Stock"), of the Issuer.
( 2)	Because of the relationship between the Reporting Persons and TPG Aviator, the Reporting Persons may be deemed to beneficially own the Common Stock and Series A Convertible Preferred Stock reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Aviator. Each Reporting Person and TPG Aviator disclaims beneficial ownership of the Common Stock and Series A Convertible Preferred Stock reported herein, except to the extent of such Reporting Person's or TPG Aviator's pecuniary interest therein, if any.
( 3)	Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
( 4)	Pursuant to the Certificate of Designation of Series A Contingent Convertible Cumulative Redeemable Preferred Stock, dated as of June 19, 2013, upon receipt of approval by the Issuer's stockholders, each share of Series A Convertible Preferred Stock will be convertible, at the option of the holder or the Issuer, into shares of Common Stock at an initial conversion ratio equal to ten shares of Common Stock per share of Series A Convertible Preferred Stock. The conversion ratio will be subject to certain adjustments.

Remarks:
(5) The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act.

(6) Ronald Cami is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated July 1, 2010, which were previously filed with the Securities and Exchange Commission.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
TPG Advisors VI, Inc. C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX 76102		X
BONDERMAN DAVID C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX 76102		X
COULTER JAMES G C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX 76102		X

Signatures
Ronald Cami, Vice President, TPG Advisors VI, Inc. (5)		6/28/2013
^** Signature of Reporting Person		Date
Ronald Cami on behalf of David Bonderman (5)(6)		6/28/2013
^** Signature of Reporting Person		Date
Ronald Cami on behalf of James G. Coulter (5)(6)		6/28/2013
^** Signature of Reporting Person		Date

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 5(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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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