Securities Registration (section 12(b)) (8-a12b)
April 21 2017 - 6:04AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
American
Homes 4 Rent
(Exact name of registrant as specified in its charter)
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Maryland
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46-1229660
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(State of incorporation or organization)
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(I.R.S. Employer Identification No.)
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30601 Agoura Road, Suite 200
Agoura Hills, California
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91301
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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Series F cumulative redeemable perpetual preferred shares of beneficial interest, $0.01 par value per share
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New York Stock Exchange, Inc.
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☐
Securities Act registration statement file number to which this form relates:
333-197921
Securities to be registered pursuant to Section 12(g) of the Act: None.
Item 1.
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Description of Registrants Securities to be Registered.
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The description of the
5.875% Series F Cumulative Redeemable Perpetual Preferred Shares of beneficial interest, par value $0.01 per share (the Series F Preferred Shares), of American Homes 4 Rent (the Company), included under the heading
Description of Preferred Shares and other information relating to the Series F Preferred Shares under the heading Material Provisions of Maryland Law and of Our Declaration of Trust and Bylaws in the prospectus dated
August 7, 2014 (the Prospectus) forming part of the Companys registration statement on Form
S-3ASR
(File
No. 333-197921),
filed with the
Securities and Exchange Commission (the Commission) on August 7, 2014 (the Registration Statement), and under the heading Description of Series F Preferred Shares beginning on page
S-21of
the prospectus supplement to the Prospectus (the Prospectus Supplement) dated April 19, 2017, that was filed by the Company with the Commission on April 20, 2017 pursuant to
Rule 424(b) under the Securities Act of 1933, as amended, shall be deemed to be incorporated herein by reference.
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Exhibit
No.
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Description
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3.1
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Articles of Amendment and Restatement of Declaration of Trust of American Homes 4 Rent (incorporated by reference to Exhibit 3.1 to Amendment No. 1 to the Companys Registration Statement on
Form S-11
(Registration Number
333-189103)
filed June 25, 2013)
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3.2
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First Articles of Amendment to Articles of Amendment and Restatement of Declaration of Trust of American Homes 4 Rent (incorporated by reference to Exhibit 3.2 to Amendment No. 2 to the Companys Registration
Statement on
Form S-11
(Registration Number
333-189103)
filed July 19, 2013)
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3.3
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Articles Supplementary for American Homes 4 Rent 5.000% Series A Participating Preferred Shares (incorporated by reference to Exhibit 3.3 to Post-Effective Amendment No. 1 to the Companys Registration Statement
on
Form S-11
(Registration Number
333-191015)
filed October 25, 2013)
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3.4
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Articles Supplementary for American Homes 4 Rent 5.000% Series B Participating Preferred Shares (incorporated by reference to Exhibit 3.4 to Post-Effective Amendment No. 1 to the Companys Registration Statement
on
Form S-11
(Registration Number
333-192592)
filed December 27, 2013)
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3.5
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Articles Supplementary for American Homes 4 Rent 5.500% Series C Participating Preferred Shares (incorporated by reference to Exhibit 3.5 to Post-Effective Amendment No. 1 to the Companys Registration Statement
on
Form S-11
(Registration Number
333-195575)
filed May 1, 2014)
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3.6
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Articles Supplementary for American Homes 4 Rent 6.500% Series D Cumulative Redeemable Perpetual Preferred Shares (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form
8-K
filed on May 17, 2016)
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3.7
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Articles Supplementary for American Homes 4 Rent 6.350% Series E Cumulative Redeemable Perpetual Preferred Shares (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form
8-K
filed on June 22, 2016)
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3.8
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Articles Supplementary for American Homes 4 Rent 5.875% Series F Cumulative Redeemable Perpetual Preferred Shares (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form
8-K
filed on April 20, 2017)
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3.9
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Amended and Restated Bylaws of American Homes 4 Rent (incorporated by reference to Exhibit 3.8 to the Companys Annual Report on Form
10-K
filed on February 24, 2017)
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly authorized.
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Date: April 20, 2017
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AMERICAN HOMES 4 RENT
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By:
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/s/ Stephanie Heim
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Stephanie Heim
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Executive Vice President - Counsel
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