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*
FARALLON PARTNERS L L C/CA

(Last) (First) (Middle)
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 1325

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AFFORDABLE RESIDENTIAL COMMUNITIES INC [ ARC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of Group Owning 10%
3. Date of Earliest Transaction (Month/Day/Year)
01/23/2007
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 01/23/2007 X 414,546 A $8 2,127,546 D(1)(2)(3)
Common Stock 01/23/2007 X 497,939 A $8 2,555,539 D(1)(2)(4)
Common Stock 01/23/2007 X 28,725 A $8 147,425 D(1)(2)(5)
Common Stock 01/23/2007 X 35,380 A $8 181,580 D(1)(2)(6)
Common Stock 01/23/2007 X 13,213 A $8 67,813 D(1)(2)(7)
Common Stock 01/23/2007 X 63,619 A $8 326,509 D(1)(2)(8)
Common Stock 01/23/2007 X 1,053,422 A $8 5,406,412 I See Footnotes(1)(2)(9)
Common Stock 01/23/2007 X 48,160 A $8 247,170 I See Footnotes(1)(2)(10)
Common Stock 01/23/2007 X 1,101,582 A $8 5,653,582 I See Footnotes(1)(2)(11)
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
Subscription Rights (right to buy) $8 01/23/2007 X 1,713,000 12/19/2006 01/23/2007 Common Stock 414,546 $0 0 D(1)(2)(3)
Subscription Rights (right to buy) $8 01/23/2007 X 2,057,600 12/19/2006 01/23/2007 Common Stock 497,939 $0 0 D(1)(2)(4)
Subscription Rights (right to buy) $8 01/23/2007 X 118,700 12/19/2006 01/23/2007 Common Stock 28,725 $0 0 D(1)(2)(5)
Subscription Rights (right to buy) $8 01/23/2007 X 146,200 12/19/2006 01/23/2007 Common Stock 35,380 $0 0 D(1)(2)(6)
Subscription Rights (right to buy) $8 01/23/2007 X 54,600 12/19/2006 01/23/2007 Common Stock 13,213 $0 0 D(1)(2)(7)
Subscription Rights (right to buy) $8 01/23/2007 X 262,890 12/19/2006 01/23/2007 Common Stock 63,619 $0 0 D(1)(2)(8)
Subscription Rights (right to buy) $8 01/23/2007 X 4,352,990 12/19/2006 01/23/2007 Common Stock 1,053,422 $0 0 I See Footnotes(1)(2)(9)
Subscription Rights (right to buy) $8 01/23/2007 X 199,010 12/19/2006 01/23/2007 Common Stock 48,160 $0 0 I See Footnotes(1)(2)(10)
Subscription Rights (right to buy) $8 01/23/2007 X 4,552,000 12/19/2006 01/23/2007 Common Stock 1,101,582 $0 0 I See Footnotes(1)(2)(11)
1. Name and Address of Reporting Person*
FARALLON PARTNERS L L C/CA

(Last) (First) (Middle)
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 1325

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of Group Owning 10%
1. Name and Address of Reporting Person*
FARALLON CAPITAL PARTNERS LP

(Last) (First) (Middle)
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 1325

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of Group owning 10%
1. Name and Address of Reporting Person*
FARALLON CAPITAL INSTITUTIONAL PARTNERS L P

(Last) (First) (Middle)
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 1325

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of Group Owning 10%
1. Name and Address of Reporting Person*
FARALLON CAPITAL INSTITUTIONAL PARTNERS II LP

(Last) (First) (Middle)
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 1325

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of Group Owning 10%
1. Name and Address of Reporting Person*
MILLHAM STEPHEN L

(Last) (First) (Middle)
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 1325

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of Group Owning 10%
1. Name and Address of Reporting Person*
Moment Jason E

(Last) (First) (Middle)
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 1325

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of Group Owning 10%
1. Name and Address of Reporting Person*
PATEL RAJIV A

(Last) (First) (Middle)
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 1325

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of Group Owning 10%
1. Name and Address of Reporting Person*
SCHRIER DEREK C

(Last) (First) (Middle)
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 1325

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of Group Owning 10%
1. Name and Address of Reporting Person*
STEYER THOMAS F

(Last) (First) (Middle)
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 1325

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of Group Owning 10%
1. Name and Address of Reporting Person*
WEHRLY MARK C

(Last) (First) (Middle)
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 1325

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of Group Owning 10%
Explanation of Responses:
1. The entities and individuals identified in the footnotes of this Form 4 may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 4 shall not be deemed to be an admission that such entities and individuals are members of such group.
2. Since the number of reporting persons that may be listed on a Form 4 is limited, Farallon Capital Management, L.L.C., the entities listed in footnotes (6) through (8) of this Form 4 and Chun R. Ding, William F. Duhamel, Richard B. Fried, Monica R. Landry, Douglas M. MacMahon, William F. Mellin, each as listed in footnote (11) of this Form 4, are filing a separate Form 4 on the same date as the filing of this Form 4 as reporting persons with respect to the holdings described in this Form 4 relating to such entities and individuals. Information regarding these entities and individuals is included on this Form 4 for purposes of clarification and convenience only, and is duplicative of the information reported in such other Form 4.
3. The amount of securities shown in this row is owned directly by Farallon Capital Partners, L.P. ("FCP").
4. The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners, L.P. ("FCIP").
5. The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners II, L.P. ("FCIP II").
6. The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners III, L.P. ("FCIP III").
7. The amount of securities shown in this row is owned directly by Tinicum Partners, L.P. ("Tinicum").
8. The amount of securities shown in this row is owned directly by Farallon Capital Offshore Investors II, L.P. ("FCOI II").
9. The amount of securities shown in this row is owned directly by FCP, FCIP, FCIP II, FCIP III, Tinicum and FCOI II (collectively, the "Partnerships"). As the general partner to each of the Partnerships, Farallon Partners, L.L.C. ("FPLLC") may be deemed to be the beneficial owner of the Issuer's securities held by the Partnerships. FPLLC disclaims any beneficial ownership of any of the Issuer's securities reported or excluded herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "'34 Act"), or otherwise, except as to securities representing FPLLC's pro rata interest in, and interest in the profits of, the Partnerships.
10. The amount of securities shown in this row is owned directly by an entity (the "Managed Entity") managed by Farallon Capital Management, L.L.C. ("FCMLLC"). FCMLLC, as manager to such entity, may be deemed to be the beneficial owner of the Issuer's securities held by such entity. FCMLLC disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Rule 16a-1(a) under the '34 Act or otherwise.
11. The amount of securities shown in this row is owned directly by either the Partnerships or the Managed Entity. Each of Chun R. Ding, William F. Duhamel, Richard B. Fried, Monica R. Landry, Douglas M. MacMahon, William F. Mellin, Stephen L. Millham, Jason E. Moment, Rajiv A. Patel, Derek C. Schrier and Mark C. Wehrly (collectively, the "Managing Members") and Thomas F. Steyer (the "Senior Managing Member"), as either a managing member or the senior managing member of FPLLC and FCMLLC, may be deemed to be a beneficial owner of the Issuer's securities held by each of the Partnerships as referenced in footnotes (3) through (8) of this Form 4 and by the Managed Entity as referenced in footnote (10) of this Form 4. The Managing Members and the Senior Managing Member disclaim any beneficial ownership of any of the Issuer's securities reported or excluded herein for purposes of Rule 16a-1(a) under the '34 Act or otherwise.
/s/ Monica R. Landry, as attorney-in-fact and/or authorized signer for each of FPLLC and the reporting persons listed in footnotes (3) to (5). 01/25/2007
/s/ Monica R. Landry, as attorney-in-fact and/or authorized signer for each of Stephen L. Millham, Jason E. Moment, Rajiv A. Patel, Derek C. Schrier, Thomas F. Steyer and Mark C. Wehrly. 01/25/2007
. 01/25/2007
. 01/25/2007
. 01/25/2007
. 01/25/2007
. 01/25/2007
. 01/25/2007
. 01/25/2007
. 01/25/2007
** 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).
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