Edgar Filing: CREGG ROGER A

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

CREGG ROGER A

2. Issuer Name and Ticker or Trading Symbol
AV Homes, Inc. [AVHI]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President and CEO

(Last)

(First)

(Middle)

8601 N. SCOTTSDALE RD., SUITE 225

3. Date of Earliest Transaction (Month/Day/Year)
12/03/2012

(Street)

SCOTTSDALE, AZ 85253

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/03/2012		A		15,673	A	$ 0 ⁽¹⁾	15,673	D
Restricted Common Stock	12/03/2012		A		15,673	D	$ 0 ⁽²⁾	15,673	D
Restricted Common Stock	12/03/2012		A		31,347	D	$ 0 ⁽³⁾	47,020	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CREGG ROGER A 8601 N. SCOTTSDALE RD., SUITE 225 SCOTTSDALE, AZ 85253			President and CEO

Signatures

/s/ Roger Cregg		12/04/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On December 3, 2012, the Reporting Person was granted an award of 15,673 shares of common stock of the Issuer under the Amended and Restated 1997 Incentive and Capital Accumulation Plan (2011 Restatement).
(2)	On December 3, 2012, the Reporting Person was granted an award of 15,673 restricted shares of common stock of the Issuer under the Amended and Restated 1997 Incentive and Capital Accumulation Plan (2011 Restatement). The restricted shares are subject to forfeiture and the Issuer's attainment of performance goals, and 25% of the restricted shares will vest on each of the following vesting dates: (1) December 31, 2013, (2) December 31, 2014, (3) December 31, 2015 and (4) December 31, 2016, provided that the Reporting Person remains continuously employed by the Issuer through each vesting date.
(3)	On December 3, 2012, the Reporting Person was granted an award of 31,347 restricted shares of common stock of the Issuer under the Amended and Restated 1997 Incentive and Capital Accumulation Plan (2011 Restatement). 50% of the restricted shares will vest on each of the following vesting dates: (1) December 31, 2013, and (2) December 31, 2014, provided that the Reporting Person remains continuously employed by the Issuer through each vesting date.

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