SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMIS SION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

  March  17, 2020

Via E-Mail

Meagan M. Reda, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, NY 10019

Re:   American Homes 4 Rent
Soliciting Material s filed pursuant to  Rule 14a -12 by Land & Buildings
    Growth Fund, L.P. ; L&B Real Estate Opportunity Fund, LP ; Land
    & Buildings GP LP; Land & Buildings Investment  Management, LLC ;
    Jonathan Litt , and Craig Melcher
Filed March  10, 2020
 File No. 001 -36013

Dear M s. Reda :

We have reviewed the above captioned filing and have the following comments. In some of
our comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments within ten b usiness days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response and an y amendment you may file in response to these
comments, we may have additional comments.

1. In your disclosure you state that the company “is materially undervalued –with a more
than 35% upside…” The inclusion of valuations in soliciting  materials is only appropriate
and consonant with Rule 14a -9 when made in good faith and on a reasonable basis and
where accompanied by disclosure which facilitates shareholders’ understanding of the
basis for and the limitations on the projected realizabl e values.  See Exchange Act Release
No. 16833 (May 23, 1980).  Please provide us with your analysis supporting your
valuation of the company and confirm that in future filings in which you provide a
valuation you will include a similar analysis.  In additi on, supplementally explain why
your valuation is not so qualified and subject to such material limitations and
qualifications as to make inclusion of the “more than 35%”  figure unreasonable.
2. Each statement or assertion of opinion or belief must be clearl y characterized as such, and
a reasonable factual basis must exist for each such opinion or belief. Support for opinions

Meagan M. Reda, Esq.
Olshan Frome Wolosky LLP
March  17, 2020
Page 2

 or beliefs should be self -evident, disclosed in the proxy statement or provided to the staff
on a supplemental basis.  Accordingly, plea se provide your basis for the following:
 Your disclosure that you are a “significant” shareholder;
 Your disclosure  that “CEO David Singelyn has overseen a pattern of operational
and development disappointments, including by missing revenue, expense and
rental home delivery targets.” ;
 Your disclosure that  the board has “ with five ‘insiders’ who appear loyal to the
founder of the Company, Wayne Hughes and his family” and “has not held Mr.
Singelyn acco untable for AMH’s failures .”
3. Note that you must avoid i ssuing statements that directly or indirectly impugn the
character, integrity or personal reputation or make charges of illegal, improper or immoral
conduct without factual foundation. Provide us supplementally, or disclose, the factual
foundation for the assertions included below. In this regard, note that the factual
foundation for such assertion must be reasonable. Refer to Rule 14a -9.
 Your reference to company’s board being entrenc hed and your reference to Mr.
Singely n being “a longtime Hughes family li eutenant.” ;
 Your belief that the “  insider trustees have compromised the independence of the
Board and its ability to act objectively with the best interests of all shareholders in
mind  disclosure that “ CEO David Singelyn has overseen a pattern of operatio nal
and development disappointments, including by missing revenue, expense and
rental home delivery targets.” ;
 Your suggestion that the company is acting for the benefit of the Hughes family
instead of all of its security holders.

We remind you that the f iling persons are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please direct any questions to me at (202) 551 -3619.

        Sincerely,

        /s/ Daniel F. Duchovny
        Daniel F. Duchovny
        Special Counsel
        Office of Mergers and Acquisitions