0001563744-12-000002.txt : 20121221 0001563744-12-000002.hdr.sgml : 20121221 20121221181442 ACCESSION NUMBER: 0001563744-12-000002 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121219 FILED AS OF DATE: 20121221 DATE AS OF CHANGE: 20121221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KESSLER IRVIN R CENTRAL INDEX KEY: 0001563744 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35760 FILM NUMBER: 121283078 MAIL ADDRESS: STREET 1: C/O SILVER BAY REALTY TRUST CORP STREET 2: 601 CARLSON PARKWAY, SUITE 250 CITY: MINNETONKA STATE: MN ZIP: 55305 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Silver Bay Realty Trust Corp. CENTRAL INDEX KEY: 0001557255 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 900867250 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 601 CARLSON PARKWAY STREET 2: SUITE 250 CITY: MINNETONKA STATE: MN ZIP: 55305 BUSINESS PHONE: 612-238-3300 MAIL ADDRESS: STREET 1: 601 CARLSON PARKWAY STREET 2: SUITE 250 CITY: MINNETONKA STATE: MN ZIP: 55305 4 1 wf-form4_135613167038536.xml FORM 4 X0306 4 2012-12-19 0 0001557255 Silver Bay Realty Trust Corp. SBY 0001563744 KESSLER IRVIN R C/O SILVER BAY REALTY TRUST CORP. 601 CARLSON PARKWAY, SUITE 250 MINNETONKA MN 55305 1 0 0 0 Common stock, par value $0.01 per share 2012-12-19 4 S 0 1000 1 D 0 I Owned by PRCM Real Estate Advisers LLC - See footnote Common stock, par value $0.01 per share 2012-12-19 4 P 0 100000 18.50 A 100000 I Owned by Kessler Family Limited Partnership - See footnote Common stock, par value $0.01 per share 2012-12-19 4 A 0 362604 18.50 A 462604 I Owned by Kessler Family Limited Partnership - See footnote Common stock, par value $0.01 per share 2012-12-19 4 P 0 200000 18.50 A 200000 I Owned by Provident Premier Master Fund LTD Common stock, par value $0.01 per share 2012-12-19 4 A 0 715914 18.50 A 715914 I Owned by Provident Real Estate Advisers LLC Common stock, par value $0.01 per share 2012-12-19 4 A 0 719671 18.50 A 719671 I Owned by Provident Real Estate Opportunity Fund LLC 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. Mr. Kessler is the sole owner and Chief Executive Officer of Deephaven, Inc. ("Deephaven"), an entity which is the sole owner of Provident. Mr. Kessler, Provident and Deephaven disclaim beneficial ownership of any of the securities owned by the Manager other than to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that Mr. Kessler, Provident or Deephaven is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. 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. These securities are owned directly by the Partnership for which Mr. Kessler serves as the General Partner. These securities were issued in connection with the mergers of Provident Residential Real Estate Fund LLC and Resi II LLC into subsidiaries of the issuer. 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. These securities are owned directly by Provident Premier Master Fund Ltd. (the "Fund") for which Deephaven serves as the investment manager. 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. These securities are owned directly by Provident Real Estate Advisors LLC (the "Provident Fund"), which is owned by for which Mr. Kessler is the sole owner, director and Chief Executive Officer. These securities were issued in connection with the mergers of Provident Residential Real Estate Fund LLC and Resi II LLC into subsidiaries of the issuer and the acquisition by the issuer of all outstanding equity interests of Polar Cactus LLC, Polar Cactus II LLC and Cool Willow LLC . Mr. Kessler disclaims beneficial ownership of any of the securities owned by the Provident 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. These securities are owned directly by Provident Real Estate Opportunity Fund LLC (the "Opportunity Fund") for which Mr. Kessler is the sole member. These securities were issued in connection with the acquisition by the issuer of all outstanding equity interests of Polar Cactus LLC, Polar Cactus II LLC and Cool Willow LLC . Mr. Kessler disclaims beneficial ownership of any of the securities owned by the Opportunity 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. /s/ Timothy O'Brien, attorney in fact, on behalf of Irvin R. Kessler 2012-12-21 EX-24 2 powerofattorney-kessler.htm POA - KESSLER

 					POWER OF ATTORNEY
			FOR SEC FILINGS ON FORMS ID, 3, 4, 5 AND 144
				IN RESPECT OF SECURITIES OF
				SILVER BAY REALTY TRUST CORP.

The undersigned hereby constitutes and appoints each of Daniel Buechler and Timothy O'Brien, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him in his name and stead in any and all capacities, to sign and file for and on his behalf, in respect of any ownership, acquisition, disposition or other change in ownership of any securities of Silver Bay Realty Trust Corp. (the "Company"), the following:
	(i) 	any Form ID to be filed with the Securities and Exchange Commission (the "SEC");
	(ii)	any Initial Statement of Beneficial Ownership of Securities on Form 3 to be filed with the SEC;
	(iii)	any Statement of Changes of Beneficial Ownership of Securities on Form 4 to be filed with the SEC;
	(iv)	any Annual Statement of Beneficial Ownership of Securities on Form 5 to be filed with the SEC;
	(v)	any Notice of Proposed Sale of Securities on Form 144 to be filed with the SEC; and
	(vi)	any and all agreements, certificates, receipts, or other documents in connection therewith.

The undersigned hereby gives full power and authority to each attorney-in-fact to seek and obtain as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such persons to release such information to the undersigned and approves and ratifies any such release of information.
The undersigned hereby grants unto each attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifies and confirms all that any such attorney-in-fact and agent or substitute may do or cause to be done by virtue hereof.
The undersigned acknowledges that:

	(i)	neither the Company nor either of the attorneys-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirement of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (ii) any liability of the undersigned for any failure to comply with such requirements or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and
	(ii)	this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney.

Date:  December 3, 2012
/s/Irvin R. Kessler
Irvin R. Kessler




Power of Attorney