SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Schmitz Stephen G.

(Last)

(First)

(Middle)

7047 E GREENWAY PARKWAY

SUITE 350

(Street)

SCOTTSDALE

85254

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/08/2013

3. Issuer Name and Ticker or Trading Symbol
American Residential Properties, Inc. [ ARPI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.01 par value per share	500⁽¹⁾	D
Common Stock, $0.01 par value per share	150,000⁽²⁾	I	See footnote.⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
LTIP Units⁽³⁾	⁽³⁾	⁽³⁾	Common Stock	224,961⁽⁴⁾	⁽³⁾	D
Common Units⁽⁵⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	175,000⁽⁶⁾	⁽⁵⁾	I	See footnote.⁽⁷⁾

Explanation of Responses:

1. The Reporting Person acquired 500 shares of Common Stock of American Residential Properties, Inc. (the "Issuer") at a cost of $500 in connection with the formation and initial capitalization of the Issuer.

2. 150,000 shares of Common Stock are owned by ARP Phoenix Fund I, LP, a Delaware limited partnership ("Phoenix Fund"). ARP Phoenix Fund I GP, LLC (the "GP") is the general partner of Phoenix Fund and exercises voting and dispositive power over these shares. Each of the Reporting Person and another executive officer of the Issuer own a 50% membership interest in the GP. Accordingly, the Reporting Person shares voting and dispositive power over these shares. Except to the extent of the Reporting Person's pecuniary interest in Phoenix Fund, the Reporting Person disclaims beneficial ownership of these shares.

3. Represents units of limited partnership interest ("LTIP Units") in American Residential Properties OP, L.P. (the "OP"), operating partnership of the Issuer. As described in the partnership agreement, vested LTIP Units, after achieving parity with Common Units of the OP may be exchanged at any time for cash or, at the election of the Issuer, for shares of Common Stock on a one-for-one basis. LTIP Units have no expiration date.

4. 5,245 LTIP Units were immediately vested on the grant date, 88,486 LTIP Units will vest ratably on May 11, 2013, 2014 and 2015, and 131,230 LTIP Units will vest on the earlier of (i) the date on which any shares of Common Stock become registered with the SEC and listed on a national securities exchange, (ii) the date on which a change in control (defined in the Issuer's 2012 Equity Incentive Plan) occurs or (iii) May 11, 2015. LTIP Units have no expiration date.

5. Represents units of limited partnership interest ("Common Units") in American Residential Properties OP, L.P. (the "OP"), the operating partnership of the Issuer. As described in the OP's partnership agreement, vested Common Units may be exchanged at any time for cash or, at the election of the Issuer, for shares of Common Stock on a one-for-one basis. Common Units have no expiration date.

6. 87,500 Common Units were immediately vested on the grant date and 87,500 Common Units will vest on the earlier of (i) the date on which any shares of Common Stock become registered with the SEC and listed on a national securities exchange, (ii) the date on which a change in control (defined in the Issuer's 2012 Equity Incentive Plan) occurs or (iii) May 11, 2015. Common Units have no expiration date.

7. 175,000 OP Units are owned by American Residential Management, Inc. ("ARM"), which is jointly owned by the Reporting Person and another executive officer of the Issuer. Accordingly, the Reporting Person shares dispositive power over these OP Units. Except to the extent of the Reporting Person's pecuniary interest in ARM, the Reporting Person disclaims beneficial ownership of these OP Units.

Remarks:

	/s/ Mark W. Wickersham, Attorney-in-Fact	05/08/2013
	** 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 5 (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.
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