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SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

COLONY STARWOOD HOMES

(Name of Issuer)

Common Shares, par value $0.01 per share

(Title of Class of Securities)

19625X102

(CUSIP Number)

Colony NorthStar, Inc.

515 S. Flower Street, 44th Floor

Los Angeles, California 90071

(310) 282-8820

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 5, 2017

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ☐.

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

Continued on following page(s)

  1   

Names of Reporting Persons

 

COLONY NORTHSTAR, INC.

  2   

Check the Appropriate Box If a Member of a Group (See Instructions)

  a.  ☐          b.  ☐

 

  3   

SEC Use Only

 

  4   

Source of Funds (See Instructions)

 

SC

  5   

Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

☐

  6   

Citizenship or Place of Organization

 

MARYLAND

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

 

       7     

Sole Voting Power

 

0

      8     

Shared Voting Power

 

0

      9     

Sole Dispositive Power

 

0

     10     

Shared Dispositive Power

 

0

 11   

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

 12   

Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

☐

 13   

Percent of Class Represented By Amount in Row (11)

 

0%

 14   

Type of Reporting Person (See Instructions)

 

CO

Explanatory Note.

This Amendment No. 2 (“Amendment No. 2”) to Schedule 13D relates to the common shares (the “Common Shares”) of Colony Starwood Homes, a Maryland real estate investment trust (the “Issuer”), and amends the initial statement on Schedule 13D filed on February 7, 2017, as amended by Amendment No. 1 to the Schedule 13D filed on March 7, 2017 (“Amendment No. 1” and together with the initial Schedule 13D, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings ascribed to them in the Schedule 13D, as amended.

 

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

On June 5, 2017, the Issuer entered into an underwriting agreement (the “Underwriting Agreement”) with Colony Starwood Homes Partnership, L.P., Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Underwriter”) and the selling shareholders party thereto, including CFI CSFR, of which Colony NorthStar is the indirect controlling entity. Pursuant to the Underwriting Agreement, the Issuer agreed to sell 11,600,000 Common Shares and the selling shareholders party thereto agreed to sell 11,433,187 Common Shares in an underwritten offering, of which CFI CSFR agreed to sell 7,535,967 Common Shares (the “Offering”). The Common Shares owned by CFI CSFR were sold to the Underwriter at a price of $34.69 per Common Share. All material contingencies set forth in the Underwriting Agreement were satisfied and the Offering closed on June 9, 2017.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 2 hereto, and incorporated herein by reference.

The responses to Items 5 and 6 of this Amendment No. 2 are incorporated herein by reference.

 

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and supplemented as follows:

(a)-(b) As disclosed in Item 4 above, on June 9, 2017, CFI CSFR sold all of the Common Shares it beneficially owned in the Offering. As a result, Colony NorthStar ceased to be the beneficial owner of any Common Shares as of that date.

(c) Except as disclosed on this Amendment No. 2, there have been no transactions with respect to the Common Shares since the filing of Amendment No. 1.

(e) Colony NorthStar ceased to be the beneficial owner of more than five percent of the Common Shares on June 9, 2017.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

The responses to Items 4 and 5 of this Amendment No. 2 are incorporated herein by reference.

 

Item 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

Exhibit 3 – Underwriting Agreement, dated June 5, 2017, by and among Colony Starwood Homes, Colony Starwood Homes Partnership, L.P., Merrill Lynch, Pierce, Fenner & Smith Incorporated and the selling shareholders party thereto (incorporated by reference to Exhibit 1.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on June 9, 2017)

(signature page follows)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: June 9, 2017     COLONY NORTHSTAR, INC.
    By:   /s/ Darren J. Tangen
    Name:   Darren J. Tangen
    Title:   Executive Vice President, Chief Financial Officer and Treasurer

EXHIBIT INDEX

 

Exhibit

   

Description of Exhibit

3    Underwriting Agreement, dated June 5, 2017, by and among Colony Starwood Homes, Colony Starwood Homes Partnership, L.P., Merrill Lynch, Pierce, Fenner & Smith Incorporated and the selling shareholders party thereto (incorporated by reference to Exhibit 1.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on June 9, 2017)