Edgar Filing: Carpenter Chad M.

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 ^*

Carpenter Chad M.

2. Issuer Name and Ticker or Trading Symbol
Reven Housing REIT, Inc. [RVEN]

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

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

(Last)

(First)

(Middle)

7911 HERSCHEL AVENUE,, SUITE 201

3. Date of Earliest Transaction (Month/Day/Year)
10/18/2012

(Street)

LA JOLLA, CA 92037

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)
			Code	V	Amount	(A) or (D)	Price

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

Convertible Promissory Note

⁽¹⁾ ⁽²⁾ ⁽³⁾

10/18/2012

S/K

$ 26,395 ⁽¹⁾ ⁽²⁾ ⁽³⁾

⁽¹⁾⁽²⁾⁽³⁾

See Notes ⁽¹⁾ ⁽²⁾ ⁽³⁾

⁽¹⁾ ⁽²⁾ ⁽³⁾

$ 0 ⁽¹⁾ ⁽²⁾ ⁽³⁾

Convertible Promissory Note

⁽¹⁾ ⁽²⁾ ⁽³⁾

10/18/2012

P/K

$ 27,176 ⁽¹⁾ ⁽²⁾ ⁽³⁾

⁽¹⁾⁽²⁾⁽³⁾

See Notes ⁽¹⁾ ⁽²⁾ ⁽³⁾

⁽¹⁾ ⁽²⁾ ⁽³⁾

$ 27,176 ⁽¹⁾ ⁽²⁾ ⁽³⁾

Convertible Promissory Note

⁽¹⁾ ⁽²⁾ ⁽³⁾

10/18/2012

$ 225,000 ⁽¹⁾ ⁽²⁾ ⁽³⁾

⁽¹⁾⁽²⁾⁽³⁾

See Notes ⁽¹⁾ ⁽²⁾ ⁽³⁾

⁽¹⁾ ⁽²⁾ ⁽³⁾

$ 252,176 ⁽¹⁾ ⁽²⁾ ⁽³⁾

Warrant to Purchase Shares

⁽¹⁾ ⁽²⁾ ⁽³⁾

10/18/2012

$ 252,176 ⁽¹⁾ ⁽²⁾ ⁽³⁾

⁽¹⁾⁽²⁾⁽³⁾

See Notes ⁽¹⁾ ⁽²⁾ ⁽³⁾

⁽¹⁾ ⁽²⁾ ⁽³⁾

$ 252,176 ⁽¹⁾ ⁽²⁾ ⁽³⁾

Convertible Promissory Note

⁽⁴⁾ ⁽⁵⁾

01/03/2013

$ 400,000 ⁽⁴⁾ ⁽⁵⁾

⁽⁴⁾⁽⁵⁾

See Notes ⁽⁴⁾ ⁽⁵⁾

⁽⁴⁾ ⁽⁵⁾

$ 400,000 ⁽⁴⁾ ⁽⁵⁾

By Reven Capital, LLC

Warrant to Purchase Shares

⁽⁴⁾ ⁽⁵⁾

01/03/2013

$ 400,000 ⁽⁴⁾ ⁽⁵⁾

⁽⁴⁾⁽⁵⁾

See Notes ⁽⁴⁾ ⁽⁵⁾

⁽⁴⁾ ⁽⁵⁾

$ 400,000 ⁽⁴⁾ ⁽⁵⁾

By Reven Capital, LLC

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Carpenter Chad M. 7911 HERSCHEL AVENUE, SUITE 201 LA JOLLA, CA 92037	X	X	President, CEO and CFO

Signatures

/s/ Chad M. Carpenter		01/07/2013
^**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 July 2, 2013, the Company issued to Mr. Carpenter a convertible promissory note for the principal amount of $26,395 that accrues interest at 10% per annum, which beneficial ownership was initially reported on Form 3 filed on July 12, 2012. On October 18, 2012, the Company issued convertible promissory notes (the "Notes") to certain accredited investors in the aggregate principal amount of $500,000, including a Note to Mr. Carpenter for the principal amount of $225,000. In addition, Mr. Carpenter exchanged his previously issued July 2013 note pursuant to the terms thereof for a new Note in the principal amount of $27,176, which includes the principal of the old note and accrued interest. The maturity date of the Notes is the earlier of December 31, 2013 or the date on which the Company consummates an equity financing in which it sells shares of its capital stock with an aggregate sales price of at $5,000,000 or more (a "Qualified Equity Financing"). (Continued in Footnote 2)
(2)	(Continued from Footnote 1) The Notes bear interest at a rate of 10 percent per annum payable in full on the maturity date. In the event the Company consummates a Qualified Equity Financing prior to December 31, 2013, then the holders of the Notes at their option may convert the outstanding principal and accrued interest under the Notes into shares of the Company's capital stock issued in the Qualified Equity Financing at the same price and on the same terms as the investors in such financing. (Continued in Footnote 3)
(3)	(Continued from Footnote 2) In connection with the issuance of the Notes, the Company also issued to the investors 5-year warrants exercisable for shares of the Company's capital stock issued in the Qualified Equity Financing (the "Warrants"). The exercise price of the Warrants will be the same as the price per share of the equity securities sold to investors in the Qualified Equity Financing, and each Warrant provides for 100% warrant coverage on the principal amount of the related Note. As such, Mr. Carpenter received a Warrant for 100% coverage of his Note in the principal amount of $27,176 and a Warrant for 100% coverage of his Note in the principal amount of $225,000.
(4)	On January 3, 2013, the Company issued convertible promissory notes (the "Notes") to certain accredited investors in the aggregate principal amount of $500,000, including a Note to Reven Capital, LLC for the principal amount of $400,000. Reven Capital, LLC is owned by Mr. Carpenter. The maturity date of the Notes is the earlier of December 31, 2013 or the date on which the Company consummates an equity financing in which it sells shares of its capital stock with an aggregate sales price of at $5,000,000 or more (a "Qualified Equity Financing"). The Notes bear interest at a rate of 10 percent per annum payable in full on the maturity date. In the event the Company consummates a Qualified Equity Financing prior to December 31, 2013, (Continued in Footnote 5)
(5)	(Continued from Footnote 4) then the holders of the Notes at their option may convert the outstanding principal and accrued interest under the Notes into shares of the Company's capital stock issued in the Qualified Equity Financing at the same price and on the same terms as the investors in such financing. In connection with the issuance of the Notes, the Company also issued to the investors 5-year warrants exercisable for shares of the Company's capital stock issued in the Qualified Equity Financing (the "Warrants"). The exercise price of the Warrants will be the same as the price per share of the equity securities sold to investors in the Qualified Equity Financing, and each Warrant provides for 100% warrant coverage on the principal amount of the related Note. As such, Reven Capital, LLC received a Warrant for 100% coverage of its Note in the principal amount of $400,000.

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