13D Filing: B Wayne Hughes Et Al and American Homes 4 Rent (NYSE:AMH)

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Item 5.

Interest in Securities of the Issuer.

(a) As of March 31, 2017, each Reporting Person
owned the aggregate number of Shares set forth below opposite his or her name. Such Shares constitute approximately 9.1%(1) in the aggregate of the 258,255,888 Class A common shares outstanding:

Reporting Person		Number of Shares				Approximate Percentage of Shares Outstanding
B. Wayne Hughes			10,412,235				4.0	%
Tamara Hughes Gustavson			13,138,642				5.1	%

(1)	Based on the number of shares outstanding on March 31, 2017.

(b) Each Reporting Person has
the sole power to vote and to dispose of the Shares set forth opposite his or her name:

(c) During the
60-day period ended on March 31, 2017, the Reporting Persons purchased the number of Shares in the transactions, on the transaction dates and at the prices per Share (not including commissions) (including
purchases of Shares previously reported) set forth below opposite his or her name:

Reporting Person		Transaction date		Number of Shares Purchased				Price per share				Type of Transaction
B. Wayne Hughes		3/1/2017			250,000			$	23.375	(2)		Open Market (NYSE)
		3/2/2017			235,232			$	23.40	(2)		Open Market (NYSE)
		3/22/2017			2,192,982	(1)		$	22.80	(1)		Private Transaction

(1)	Reporting person purchased shares directly from the company in a private placement concurrently with the companys public offering at the public offering price.

(2)	Represents weighted average price.

(d) Not applicable

(e) Neither of the Reporting Persons alone beneficially owns (or has ever beneficially owned) more than 5% of the outstanding Shares.

Item 7.

Material to be Filed as Exhibits

Exhibit
A             Share Purchase Agreement dated March 22, 2017.

Exhibit
B             Joint Filing Agreement. Previously filed and incorporated by reference herein.

Exhibit C             Power of Attorney. Previously filed and incorporated by reference herein.

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