FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

KESSLER IRVIN R
2. Issuer Name and Ticker or Trading Symbol

Silver Bay Realty Trust Corp. [ SBY ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O SILVER BAY REALTY TRUST CORP., 3300 FERNBROOK LANE NORTH, SUITE 210
3. Date of Earliest Transaction (MM/DD/YYYY)

6/23/2015
(Street)

PLYMOUTH, MN 55447
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share   6/23/2015     S    200   D $16.49   97   I   Owned by Walleye Trading LLC   (1)
Common Stock, par value $0.01 per share   6/23/2015     S    97   D $16.29   0   I   Owned by Walleye Trading LLC   (1)
Common Stock, par value $0.01 per share   5/9/2017     D    1844914   (2) D   (3) 0   I   Owned by Deephaven, Inc.   (4)
Common Stock, par value $0.01 per share   5/9/2017     D    462604   (2) D   (3) 0   I   Owned by Kessler Family Limited Partnership   (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  These securities are owned directly by Walleye Trading LLC ("Walleye") for which Mr. Kessler is the Chief Operating Officer. Mr. Kessler disclaims beneficial ownership of any of the securities owned by Walleye other than to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Kessler is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(2)  On February 27, 2017, the Issuer entered into a Merger and Plan of Merger among Tricon Capital Group Inc., TAH Acquisition Holdings LLC, TAH Acquisition LP, Silver Bay Management LLC and Silver Bay Operating Partnership L.P. Upon completion of the merger, the Reporting Person's shares of the Issuer's Common Stock were cancelled and converted into the right to receive $21.50 per share in cash, without interest (the "Merger Consideration").
(3)  Common Stock cancelled and converted into the right to receive an amount in cash equal to the product of the aggregate number of shares of this Common Stock and the Merger Consideration.
(4)  These securities are owned directly by Deephaven, Inc. ("Deephaven"). Mr. Kessler is the sole owner, director and Chief Executive Officer of Deephaven. Mr. Kessler disclaims beneficial ownership of any of the securities owned by the Fund other than to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Kessler is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(5)  These securities are owned directly by the Kessler Family Limited Partnership (the "Partnership") for which Mr. Kessler serves as the General Partner. Mr. Kessler disclaims beneficial ownership of any of the securities owned by the Partnership other than to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Kessler is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
KESSLER IRVIN R
C/O SILVER BAY REALTY TRUST CORP.
3300 FERNBROOK LANE NORTH, SUITE 210
PLYMOUTH, MN 55447
X



Signatures
/s/ Daniel J. Buechler, as Attorney-in-Fact for Irvin R. Kessler 5/9/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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