Invitation Homes Inc. — Director's Dealing 2017

Nov 20, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Invitation Homes Inc. (INVH)
CIK: 0001687229
Period of Report: 2017-11-16

Reporting Person: STERNLICHT BARRY S (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-16	Common Stock	A	1110475	—	Acquired	1110475	Direct
2017-11-16	Common Stock	A	203452	—	Acquired	203452	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-11-16	INVH LP Units	$	A	9441615	Acquired		Common Stock (9441615)	Indirect

Footnotes

F1: 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").

F2: 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").

F3: Represents shares held by entities controlled by the Reporting Person.

F4: Common limited partnership units of INVH LP (the "INVH LP Units") are redeemable for shares of the Issuer's Common Stock or cash at the discretion of the issuer. The INVH LP Units do not have expiration dates.

F5: Pursuant to the Merger Agreement, each outstanding common limited partnership unit of SFR LP held immediately prior to the effective time of the Mergers converted into 1.6140 newly issued and fully paid INVH LP Units.