13D Filing: B Wayne Hughes Et Al and American Homes 4 Rent (NYSE:AMH)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE
13D/A

(Amendment No. 2)

Under the Securities Exchange Act of 1934

American
Homes 4 Rent

(Name of Issuer)

Class A common shares of beneficial interest, $0.01 par value per share

(Title of Class of Securities)

02665T 306

(CUSIP
Number)

David Goldberg

30601 Agoura Road, Suite 200

Agoura Hills, California 90301

(805) 413-5300

(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 22, 2017

(Date of Event Which Requires Filing of this Statement)

If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-l(e), 13d-l(f) or 13d-l(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).

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This Amendment No. 2 amends the Statement on Schedule 13D (the Schedule 13D) as
amended by Amendment No. 1 relating to the Class A common shares of beneficial interest, $0.01 par value per share (the Shares) of American Homes 4 Rent.

All capitalized terms used herein shall have the meanings given to them in the Schedule 13D, and unless amended or supplemented hereby, all
information previously filed remains in effect.

All funds used to purchase Shares, including the
Shares described in Item 5(c) below, were obtained from each respective Reporting Persons personal funds.

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(a) As of March 31, 2017, each Reporting Person
owned the aggregate number of Shares set forth below opposite his or her name. Such Shares constitute approximately 9.1%(1) in the aggregate of the 258,255,888 Class A common shares outstanding:

(b) Each Reporting Person has
the sole power to vote and to dispose of the Shares set forth opposite his or her name:

(c) During the
60-day period ended on March 31, 2017, the Reporting Persons purchased the number of Shares in the transactions, on the transaction dates and at the prices per Share (not including commissions) (including
purchases of Shares previously reported) set forth below opposite his or her name:

(d) Not applicable

(e) Neither of the Reporting Persons alone beneficially owns (or has ever beneficially owned) more than 5% of the outstanding Shares.

Exhibit
A             Share Purchase Agreement dated March 22, 2017.

Exhibit
B             Joint Filing Agreement. Previously filed and incorporated by reference herein.

Exhibit C             Power of Attorney. Previously filed and incorporated by reference herein.

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SIGNATURES

After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certify that the information set
forth in this statement is true, complete and correct.

Dated: April 6, 2017

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Exhibit A

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (this Agreement) is made and entered into as of March 22, 2017, by and between American
Homes 4 Rent, a Maryland real estate investment trust (the Company), and B. Wayne Hughes, as Trustee of the B. W. Hughes Living Trust (Purchaser).

WHEREAS, the Company proposes to undertake an underwritten offering (the Offering) of Class A common shares of
beneficial interest, par value $0.01 per share (the Shares) pursuant to a registration statement on Form S-3 (the Registration Statement) filed pursuant to the Securities
Act of 1933, as amended (the Securities Act); and

WHEREAS, Purchaser desires to purchase Shares directly from the
Company in a private transaction as set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations,
warranties, covenants and agreements set forth herein, the parties hereto, intending to be legally bound hereby, agree as follows:

1.    Purchaser hereby agrees to purchase directly from the Company on the terms set forth herein such number of Shares as
equals $50,000,000 divided by $22.80, the public offering price, for a total price of $50,000,000.

2.    Purchaser
understands and agrees that his purchase of Shares hereunder is being made pursuant to a private placement exempt from the registration requirements of the Securities Act and the Shares purchased hereunder may not be sold, transferred or conveyed by
Purchaser except in compliance with applicable securities laws.

3.    The purchase price for the Shares shall be paid
by means of a cash payment (wire transfer or other means acceptable to the Company) and shall close at the time of closing of the Offering. The closing of the sale of Shares to Purchaser shall be conditioned solely on the closing of the Offering.

4.    Purchaser hereby agrees that his purchase of Shares may be described in the Registration Statement and the
final prospectus forming a part of the Registration Statement for the Offering.

5.    Purchaser hereby represents and
warrants to the Company that:

a.    Purchaser is, and at the time of closing of the purchase of Shares by Purchaser
will be, an Accredited Investor as that term is defined in Rule 501 of Regulation D under the Securities Act; and

b.    Purchaser has received all information he deems relevant or necessary with respect to his purchase of Shares.

6.    This Agreement shall terminate if the closing of the Offering shall not have occurred on or before March 31,
2017.

7.    This Agreement may be executed in two or more counterparts, each of which shall be deemed an original,
but which taken together shall constitute one and the same agreement.

8.    This Agreement shall be governed by the
laws of the State of Maryland.

IN WITNESS WHEREOF, this Agreement has been entered into effective as of the date first written
above.

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