EX-FILING FEES

Security
Type

Security Class

Title

Fee
Calculation

or Carry
Forward Rule

Amount
Registered
(1)(2)(5)

Proposed
Maximum
Offering Price
Per Unit(1)(2)

Maximum
Aggregate
Offering
Price(1)(2)

Fee
Rate(3)(5)

Amount of
Registration
Fee

Carry
Forward
Form Type

Carry
Forward File
Number

Carry Forward
Initial
effective date

Filing Fee
Previously Paid
In Connection
with Unsold
Securities to be
Carried Forward

Invitation Homes Operating Partnership LP

Fees to Be

Paid

Debt

Debt Securities(4)

Rule 457(r)

Fees

Previously

Paid

N/A

Invitation Homes OP GP LLC

Fees to Be

Paid

Debt

Guarantees of Debt
Securities(4)(5)

Rule 457(r)

Fees

Previously

Paid

N/A

IH Merger Sub, LLC

Fees to Be

Paid

Debt

Guarantees of Debt
Securities(4)(5)

Rule 457(r)

Fees

Previously

Paid

N/A

Carry Forward Securities(6)

Carry

Forward

Securities

Equity

Common Stock,

$0.01 par value per

Rule 415(a)(6)

$1,150,000,000

N/A

$1,150,000,000

S-3

333-258290

July 30,

2021

$91,978.84

Total Offering Amounts

N/A

Total Fees Previously Paid

N/A

Total Fee Offsets

N/A

Net Fee Due

N/A

(1)	Omitted pursuant to General Instruction II.E. of Form S-3. An indeterminate aggregate initial offering price or number of securities of each identified class is being registered as may from time to time be offered at indeterminate prices.

(2)

This registration statement also covers an indeterminate amount of each identified class of securities as may be issued upon conversion of, or in exchange for, or upon exercise of, or pursuant to, convertible or exchangeable securities that provide for exercise or conversion into or purchase of such securities of Invitation Homes Inc. or Invitation Homes Operating Partnership LP. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are represented by depositary shares.

(3)

In accordance with Rules 456(b) and 457(r) of the Securities Act of 1933, as amended (the “Securities Act”), the Registrants are deferring payment of all of the registration fees and will pay such fees on a “pay as you go” basis, except with respect to unsold securities that have been previously registered. The registrant will calculate the registration fee applicable to an offer of securities hereunder based on the fee payment rate in effect on the date of such fee payment.

(4)	Invitation Homes Inc., Invitation Homes OP GP LLC and/or IH Merger Sub, LLC may fully and unconditionally guarantee the payment of principal of and premium (if any) and interest on debt securities offered by Invitation Homes Operating Partnership LP.

(5)	No separate consideration will be received for the guarantees. Pursuant to Rule 457(n) under the Securities Act, no separate fee is payable with respect to the guarantees being registered hereby.

(6)

In accordance with Rule 415(a)(6) of the Securities Act, this Registration Statement carries forward $1,150,000,000 of unsold securities previously registered under Invitation Home Inc.’s former Registration Statement on Form S-3 (File No. 333-258290) filed with the Securities and Exchange Commission on July 30, 2021, and the related prospectus supplement dated December 20, 2021 (the “Prior Prospectus”). In connection with the registration of such unsold securities, the Registrant paid a registration fee of $91,978.84, which is being carried forward to this Registration Statement. Pursuant to Rule 415(a)(6), the offering of the unsold securities registered under the Prior Prospectus is deemed terminated as of the date of effectiveness of this Registration Statement.