Post-effective Amendment to an S-8 Filing (s-8 Pos)
16 November 2017 - 11:31PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on November 16, 2017
Registration No. 333-193743
Registration No. 333-218798
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO:
FORM S-8 REGISTRATION STATEMENT NO. 333-193743
FORM S-8 REGISTRATION STATEMENT NO. 333-218798
UNDER THE SECURITIES ACT OF 1933
STARWOOD
WAYPOINT HOMES
(IH Merger Sub, LLC, as successor by merger to Starwood Waypoint Homes)
(Exact name of registrant as specified in its charter)
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Maryland
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90-0939055
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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c/o Invitation Homes Inc.
1717 Main Street, Suite 2000
Dallas, Texas 75201
(Address of Principal Executive Offices, Zip Code)
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Starwood Waypoint Residential Trust Non-Executive Trustee Share Plan
Colony Starwood Homes Equity Plan (f/k/a Starwood Waypoint Residential Trust Equity Plan)
Colony Starwood Homes 2017 Employee Share Purchase Plan
(Full title of the plans)
Mark A. Solls
Invitation Homes Inc.
1717 Main Street, Suite 2000
Dallas, Texas 75201
(972) 421-3600
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Joshua Ford Bonnie
Edgar J. Lewandowsi
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New
York, New York 10017
(212) 455-2000
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer,
smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (this Post-Effective Amendment) deregisters all unissued common shares of beneficial interest, par
value $0.01 per share (Shares), of Starwood Waypoint Homes (SFR) and any other securities remaining unissued under the following Registration Statements on Form S-8 (each, a Registration Statement, and
collectively, the Registration Statements) filed by SFR with the U.S. Securities and Exchange Commission (the Commission):
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Registration Statement on Form S-8 (No. 333-193743), which was filed with the Commission on February 4, 2014, pertaining to the registration of 2,355,123 Shares issuable under the Starwood Waypoint Residential
Trust Non-Executive Trustee Share Plan and Colony Starwood Homes Equity Plan (f/k/a Starwood Waypoint Residential Trust Equity Plan).
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Registration Statement on Form S-8 (No. 333-218798), which was filed with the Commission on June 16, 2017, pertaining to the registration of 2,500,000 Shares issuable under the Colony Starwood Homes Equity Plan
(f/k/a Starwood Waypoint Residential Trust Equity Plan) and 1,000,000 Shares under the Colony Starwood Homes 2017 Employee Share Purchase Plan.
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Effective November 16, 2017, pursuant to the Agreement and Plan of Merger, dated as of dated August 9, 2017, by and among Invitation
Homes Inc., a Maryland corporation (INVH), Invitation Homes Operating Partnership LP, a Delaware limited partnership, IH Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of INVH (Merger Sub),
SFR and Starwood Waypoint Homes Partnership, L.P., a Delaware limited partnership, SFR merged with and into Merger Sub (the Merger).
As a result of the Merger, SFR has terminated any and all offerings of its securities pursuant to the Registration Statements. Accordingly,
SFR hereby terminates the effectiveness of the Registration Statements and, in accordance with an undertaking made by SFR in Part II of the Registration Statements to remove from registration, by means of a post-effective amendment, any securities
that had been registered for issuance but remain unsold at the termination of the offering, removes from registration any and all securities of SFR registered but unsold under the Registration Statements as of the date hereof.
1
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on this
16
th
day of November 2017.
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IH MERGER SUB, LLC,
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as successor by merger to Starwood Waypoint Homes
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By:
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/s/ Mark A. Solls
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Name:
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Mark A. Solls
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Title:
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Executive Vice President, Secretary and Chief Legal Officer
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Note: Pursuant to Rule 478 of the Securities Act of 1933, as amended, no other person is required to
sign this Post-Effective Amendment to the Registration Statements.
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