SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
PRCM Real Estate Advisers LLC

(Last) (First) (Middle)
C/O SILVER BAY REALTY TRUST CORP.
601 CARLSON PARKWAY, SUITE 250

(Street)
MINNETONKA MN 55305

(City) (State) (Zip)
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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/19/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 12/19/2012 S 1,000 (1) D $1 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
1. Name and Address of Reporting Person*
PRCM Real Estate Advisers LLC

(Last) (First) (Middle)
C/O SILVER BAY REALTY TRUST CORP.
601 CARLSON PARKWAY, SUITE 250

(Street)
MINNETONKA MN 55305

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Deephaven, Inc.

(Last) (First) (Middle)
14601 27TH AVE. N., SUITE 102

(Street)
PLYMOUTH MN 55447

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Pine River Capital Management LLC

(Last) (First) (Middle)
601 CARLSON PARKWAY
SUITE 330

(Street)
MINNETONKA MN 55305

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Pine River Domestic Management L.P.

(Last) (First) (Middle)
601 CARLSON PARKWAY
SUITE 301

(Street)
MINNETONKA MN 55305

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Provident Real Estate Advisors LLC

(Last) (First) (Middle)
C/O SILVER BAY REALTY TRUST CORP.
601 CARLSON PARKWAY, SUITE 250

(Street)
MINNETONKA MN 55305

(City) (State) (Zip)
Explanation of Responses:
1. 1. Represents securities owned directly by PRCM Real Estate Advisers LLC (the "Manager") that were sold back to the issuer upon closing of the initial public offering. Pine River Domestic Management L.P (the "Partnership")and Provident Real Estate Advisors LLC ("Provident") own, collectively, all of the outstanding equity interests in the Manager. Pine River Capital Management LLC (the "LLC") is the general partner of the Partnership. The Partnership and the LLC disclaim beneficial ownership of any of the securities owned or sold by the Manager other than to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the Partnership or the LLC were or are the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Deephaven, Inc. ("Deephaven") is the sole owner of Provident. Provident and Deephaven disclaim beneficial ownership of any of the securities owned or sold by the Manager other than to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that Provident or Deephaven were or are the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Remarks:
/s/ Timothy O'Brien, attorney in fact, on behalf of PRCM Real Estate Advisers LLC 12/21/2012
/s/ Timothy O'Brien, attorney in fact, on behalf of Deephaven, Inc. 12/19/2012
/s/ Timothy O'Brien, attorney in fact, on behalf of Pine River Capital Management LLC 12/19/2012
/s/ Timothy O'Brien, General Counsel and Authorized Signatory for Pine River Domestic Management L.P. 12/19/2012
/s/ Timothy O'Brien, attorney in fact, on behalf of Provident Real Estate Advisors LLC 12/19/2012
** 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).
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