Shareholders’ Equity / Partners' Capital

When the Company issues common or preferred shares, the Operating Partnership issues an equivalent number of units of partnership interest of a corresponding class to AH4R, with the Operating Partnership receiving the net proceeds from the share issuances.

At-the-Market Common Share Offering Program

The Company established an at-the-market common share offering program under which we can issue Class A common shares from time to time through various sales agents up to an aggregate of $500.0 million (the "At-the-Market Program"). The program was established in order to use the net proceeds from share issuances to repay borrowings against the Company’s revolving credit and term loan facilities, to acquire and renovate single-family properties and for related activities in accordance with the Company’s business strategy, and for working capital and general corporate purposes. The program may be suspended or terminated by the Company at any time. As of March 31, 2019, no shares have been issued under the At-the-Market Program and $500.0 million remained available for future share issuances.

Share Repurchase Program

In February 2018, the Company's board of trustees re-authorized our existing share repurchase program, authorizing the repurchase of up to $300.0 million of our outstanding Class A common shares and up to $250.0 million of our outstanding preferred shares from time to time in the open market or in privately negotiated transactions. The program does not have an expiration date, but may be suspended or discontinued at any time without notice. All repurchased shares are constructively retired and returned to an authorized and unissued status. The Operating Partnership funds the repurchases and constructively retires an equivalent number of corresponding Class A units. During the three months ended March 31, 2019, we did not repurchase and retire any of our shares. During the three months ended March 31, 2018, the Company repurchased and retired 1.8 million of our Class A common shares on a settlement date basis, in accordance with the program, at a weighted-average price of $19.36 per share and a total price of $34.9 million. As of March 31, 2019, we had a remaining repurchase authorization of up to $265.1 million of our outstanding Class A common shares and up to $250.0 million of our outstanding preferred shares under the program.

Preferred Shares

As of March 31, 2019, and December 31, 2018, the Company had the following series of preferred shares outstanding (in thousands, except share data):



					March 31, 2019			December 31, 2018
Series	Issuance Date	Earliest Redemption Date	Dividend Rate		Outstanding Shares	Current Liquidation Value		Outstanding Shares	Current Liquidation Value
Series D perpetual preferred shares	5/24/2016	5/24/2021	6.500	%	10,750,000	268,750		10,750,000	268,750
Series E perpetual preferred shares	6/29/2016	6/29/2021	6.350	%	9,200,000	230,000		9,200,000	230,000
Series F perpetual preferred shares	4/24/2017	4/24/2022	5.875	%	6,200,000	155,000		6,200,000	155,000
Series G perpetual preferred shares	7/17/2017	7/17/2022	5.875	%	4,600,000	115,000		4,600,000	115,000
Series H perpetual preferred shares	9/19/2018	9/19/2023	6.250	%	4,600,000	115,000		4,600,000	115,000
Total preferred shares					35,350,000	$	883,750	35,350,000	$	883,750

Distributions

During the quarter ended March 31, 2019, the Company's board of trustees declared distributions that totaled $0.05 per share on the Company's Class A and Class B common shares, $0.41 on the Company's 6.5% Series D perpetual preferred shares, $0.40 on the Company's 6.35% Series E perpetual preferred shares, $0.37 on the Company's 5.875% Series F perpetual preferred shares, $0.37 on the Company's 5.875% Series G perpetual preferred shares and $0.39 on the Company's 6.25% Series H perpetual preferred shares. During the quarter ended March 31, 2018, the Company's board of trustees declared distributions that totaled $0.05 per share on the Company's Class A and Class B common shares, $0.34 on the Company's 5.5% Series C participating preferred shares, $0.41 on the Company's 6.5% Series D perpetual preferred shares, $0.40 on the Company's 6.35% Series E perpetual preferred shares, $0.37 on the Company's 5.875% Series F perpetual preferred shares and $0.37 on the Company's 5.875% Series G perpetual preferred shares. The Operating Partnership funds the payment of distributions, and an equivalent amount of distributions were declared on the corresponding Operating Partnership units.

Noncontrolling Interest

Noncontrolling interest as reflected in the Company’s condensed consolidated balance sheets primarily consists of the interests held by former American Homes 4 Rent, LLC ("AH LLC") members in units in the Operating Partnership. Former AH LLC members owned 53,743,317 and 54,243,317, or approximately 15.3% and 15.4%, of the total 352,044,277 and 351,966,447 Class A units in the Operating Partnership as of March 31, 2019, and December 31, 2018, respectively. Noncontrolling interest also includes interests held by non-affiliates in Class A units in the Operating Partnership. Non-affiliate Class A unitholders owned 1,073,509, or approximately 0.3%, of the total 352,044,277 and 351,966,447 Class A units in the Operating Partnership as of March 31, 2019, and December 31, 2018, respectively.

The following table summarizes the income or loss allocated to noncontrolling interests as reflected in the Company's condensed consolidated statements of operations for the three months ended March 31, 2019 and 2018 (in thousands):



	For the Three Months Ended
	March 31, 2019		March 31, 2018
Net income allocated to Class A units	$	3,026	$	1,125
Net income (loss) allocated to noncontrolling interest in a consolidated subsidiary	—		(11		)
Total noncontrolling interest	$	3,026	$	1,114

Noncontrolling interest as reflected in the Operating Partnership's condensed consolidated statements of capital consisted solely of the outside ownership interest in a consolidated subsidiary of the Operating Partnership, which was liquidated during the second quarter of 2018. Income and loss allocated to the Operating Partnership's noncontrolling interest is reflected in noncontrolling interest within the Operating Partnership's condensed consolidated statements of operations. The Operating Partnership units owned by former AH LLC members and non-affiliates that are reflected as noncontrolling interest in the Company's condensed consolidated balance sheets are reflected as limited partner capital in the Operating Partnership's condensed consolidated balance sheets.

2012 Equity Incentive Plan

The Company's employees are compensated through the Operating Partnership, including share-based compensation. When the Company issues Class A common shares under the 2012 Equity Incentive Plan (the "Plan"), the Operating Partnership issues an equivalent number of Class A units to AH4R.

During the three months ended March 31, 2019 and 2018, the Company granted stock options for 20,000 and 140,000 Class A common shares, respectively, and 317,950 and 304,400 restricted stock units, respectively, to certain employees of the Company under the Plan. The options and restricted stock units granted during the three months ended March 31, 2019 and 2018, vest over a four-year service period, and the options expire 10 years from the date of grant.

The following table summarizes stock option activity under the Plan for the three months ended March 31, 2019 and 2018:



	Shares		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value (1) (in thousands)
Options outstanding at January 1, 2018	3,052,450		$	16.65	6.9	$	16,421
Granted	140,000		19.40
Exercised	(7,500	)	16.62			22
Forfeited	(10,000	)	17.83
Options outstanding at March 31, 2018	3,174,950		$	16.76	6.7	$	11,748
Options exercisable at March 31, 2018	2,272,675		$	16.16	6.1	$	9,213

Options outstanding at January 1, 2019	2,252,275		$	16.92	6.1	$	7,713
Granted	20,000		20.48
Exercised	(5,000	)	14.00			35
Forfeited	(9,850	)	22.53
Options outstanding at March 31, 2019	2,257,425		$	16.93	5.9	$	13,267
Options exercisable at March 31, 2019	1,867,025		$	16.41	5.5	$	11,872


(1)	Intrinsic value for activities other than exercises is defined as the difference between the grant price and the market value on the last trading day of the period for those stock options where the market value is greater than the exercise price. For exercises, intrinsic value is defined as the difference between the grant price and the market value on the date of exercise.

The following table summarizes the Black-Scholes Option Pricing Model inputs used for valuation of the stock options for Class A common shares granted during the three months ended March 31, 2019 and 2018:



	2019			2018
Weighted-average fair value	$	2.85		$	3.03
Expected term (years)		7.0			7.0
Dividend yield		3.0	%		3.0	%
Volatility		17.3	%		18.9	%
Risk-free interest rate		2.6	%		2.8	%

The following table summarizes the activity that relates to the Company’s restricted stock units under the Plan for the three months ended March 31, 2019 and 2018:



	2019		2018
Restricted stock units at beginning of period	372,375		243,875
Units awarded	317,950		304,400
Units vested	(110,650	)	(79,525	)
Units forfeited	(5,400	)	(5,625	)
Restricted stock units at end of period	574,275		463,125

For the three months ended March 31, 2019 and 2018, total non-cash share-based compensation expense related to stock options and restricted stock units was $1.0 million and $1.0 million, respectively, of which $0.7 million and $0.6 million, respectively, related to corporate administrative employees and was included in general and administrative expense and $0.3 million and $0.4 million, respectively, related to centralized and field property management employees and was included in property management expenses within the condensed consolidated statements of operations.