8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 28, 2016

Silver Bay Realty Trust Corp.

(Exact name of registrant as specified in its charter)

Maryland	001-35760	90-0867250
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3300 Fernbrook Lane North, Suite 210

Plymouth, MN 55447

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code:   (952) 358-4400

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act  (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 2, 2016, 2016, Silver Bay Realty Trust Corp. (the “Company”), acting by the unanimous written consent of the Company’s Board of Directors (the “Board”), increased the size of the Board from seven (7) seats to eight (8) seats and appointed W. Reid Sanders to fill the newly-created seat on the Board. The appointment of Mr. Sanders was effective immediately upon effectiveness of the unanimous written consent of the Board and he will stand for reelection at the Company’s 2017 annual meeting of stockholders. Mr. Sanders has not yet been appointed to any of the Committees of the Board. The Board has determined that Mr. Sanders qualifies as an independent director under the New York Stock Exchange (“NYSE”) rules.

Mr. Sanders currently serves as the President of Sanders Properties, Inc., a real estate company. Mr. Sanders is also a director, member of the audit committee, member of the compensation committee, and member of the risk oversight committee of Two Harbors Investment Corp. (NYSE: TWO), a Maryland corporation focused on investing, financing and managing residential mortgage-backed securities and related investments. He also serves as a director and member of the audit committee of Mid-America Apartment Communities, Inc. (NYSE: MAA), a Delaware real estate investment trust that owns and operates apartment complexes. Mr. Sanders is also a member of the board, executive committee and compensation committee of Independent Bank, a bank holding company; serves on the investment committee at Cypress Realty, a real estate company; and is on the advisory board of SSM Venture Partners III, L.P., a private venture capital firm. He is the former chairman of the board of Two Rivers Capital Management, and his former directorships include Harbor Global Company Ltd., an asset management, natural resources and real estate investment company, PioGlobal Asset Management, a Russian private investment management company, The Pioneer Group Inc., a global investment management firm, and TBA Entertainment Corporation, a strategic communications and entertainment marketing company. Mr. Sanders was the co-founder and former Executive Vice President of Southeastern Asset Management, and the former President of Longleaf Partners Mutual Funds, a family of funds in Memphis from 1975 to 2000. He served as an Investment Officer at First Tennessee Investment Management, the investment management division of First Horizon National Corporation, from 1973 to 1975. Mr. Sanders worked in Credit Analysis and Commercial Lending at Union Planters National Bank from 1971 to 1972. Mr. Sanders is a trustee of the Hugo Dixon Foundation, the Dixon Gallery and Gardens, the Hutchison School, Rhodes College, and the Tennessee Shakespeare Company, and is a former trustee of The Jefferson Scholars Foundation and the Campbell Clinic Foundation. He received a B.A. in Economics from the University of Virginia.

There are no arrangements or understandings between Mr. Sanders and any other person pursuant to which he was selected as a member of the Board and as of the date of his appointment, Mr. Sanders has not entered into or proposed to enter into any transactions required to be reported under Item 404(a) of Regulation S-K. Mr. Sanders will receive compensation as a director consistent with the compensation paid to non-employee directors of the Company, as described in the Company’s proxy statement for the annual meeting of stockholders held on May 17, 2016.

On July 28, 2016, Ronald N. Weiser notified the Board of his intent to resign from the Board and its committees effective as of August 31, 2016. Mr. Weiser’s decision to resign from the Board was not the result of a disagreement with the Company relating to its operations, policies or practices. Mr. Weiser currently serves as a member of the Board’s Nominating and Corporate Governance Committees and as its Interim Lead Independent Director.

Item 7.01.    Regulation FD Disclosure

On August 3, 2016, Silver Bay Realty Trust Corp. issued a press release announcing the increase in size of the Board, Mr. Sanders’ appointment to the newly created Board seat and Mr. Weiser’s resignation. A copy of this press release is furnished, not filed, as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated August 3, 2016

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SILVER BAY REALTY TRUST CORP.
	By:	/s/ DANIEL J. BUECHLER
		Daniel J. Buechler
		General Counsel and Secretary
Date: August 3, 2016

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated August 3, 2016

EX-99.1

Silver Bay Realty Trust Corp. Appoints W. Reid Sanders to Board of Directors

NEW YORK, August 3, 2016 -- Silver Bay Realty Trust Corp. (NYSE:SBY) announced today the appointment of W. Reid Sanders as an independent director to the Company’s Board of Directors (the “Board”), effective August 2, 2016.

“We are delighted to have Reid join our Board and believe his REIT and real estate background will be invaluable to us,” said Irvin Kessler, the Chairman of the Company’s Board of Directors. “He brings relevant public company board experience and a deep background in investing and strategic matters, and we expect that the entire company will benefit from his presence on the Board.”

Mr. Sanders currently serves as the President of Sanders Properties, Inc., a real estate company.  He also serves on the board of directors for two publicly traded companies, Mid-America Apartment Communities, Inc., a Delaware REIT that owns and operates apartment complexes (NYSE: MAA) and Two Harbors Investment Corp. (NYSE: TWO), a Maryland corporation focused on investing, financing and managing residential mortgage-backed securities and related investments.  Mr. Sanders was the co-founder and former Executive Vice President of Southeastern Asset Management, and the former President of Longleaf Partners Mutual Funds, a family of funds in Memphis from 1975-2000. Mr. Sanders has extensive experience as a board member, advisor and executive leader of asset management, investment management, real estate investment, venture capital and commercial banking firms.

He is a trustee of the Hugo Dixon Foundation, the Dixon Gallery and Gardens, the Hutchison School, Rhodes College, and the Tennessee Shakespeare Company, and is a former trustee of The Jefferson Scholars Foundation and the Campbell Clinic Foundation. Mr. Sanders received a B.A. in Economics from the University of Virginia.

In addition, the Company announced that the Board has accepted the resignation of Ronald. N. Weiser from the Board and its committees effective August 31, 2016. Mr. Weiser resigned after nearly four years of dedicated service to spend more time pursuing other interests, including work with the University of Michigan Medical Center to establish a food allergy center and pediatric brain cancer center and work in the political sphere.

“We greatly appreciate Ron’s many contributions to Silver Bay since joining the Board at the time of our IPO through significant growth of our real estate operations,” said Mr. Kessler. “We have all benefited from his real estate expertise, and I want to thank him personally for his contribution of time and insights. We wish him the best in the future.”

Silver Bay Realty Trust Corp.

Silver Bay Realty Trust Corp. is an internally managed Maryland corporation focused on the acquisition, renovation, leasing and management of single-family properties for rental income and long-term capital appreciation. Silver Bay owns single-family properties in Arizona, California, Florida, Georgia, Nevada, North Carolina, Ohio, South Carolina and Texas. Silver Bay has elected to be taxed as a REIT for U.S. federal tax purposes. Additional information can also be found on the company’s website: www.silverbayrealtytrustcorp.com.

Additional Information

Stockholders of Silver Bay, and other interested persons, may find additional information regarding the company at the SEC's website at www.sec.gov or by directing requests to: Silver Bay Realty Trust Corp., Attn: Investor Relations, 3300 Fernbrook Lane North, Suite 210, Plymouth, MN 55447, telephone (952) 358-4400.

Contact

Christine Battist, Silver Bay Realty Trust Corp., investors@silverbaymgmt.com, 952-358-4400.