Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Davis Kelvin L.
 2. Date of Event Requiring Statement (Month/Day/Year)
06/20/2013		 3. Issuer Name and Ticker or Trading Symbol
AV Homes, Inc. [AVHI]
(Last)
(First)
(Middle)
C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

FORT WORTH, TX 76012		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
No securities beneficially owned (1) (2) 0
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Davis Kelvin L.
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX 76012		   X      

Signatures

Ronald Cami on behalf of Kelvin Davis (3) 06/28/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Kelvin Davis is a TPG partner. TPG is affiliated with TPG Aviator, L.P. ("TPG Aviator"), which directly holds 2,557,474 shares of Common Stock, par value $1.00 per share ("Common Stock"), of AV Homes, Inc. (the "Issuer") and 665,754.3 shares of shares of Series A Contingent Convertible Cumulative Redeemable Preferred Stock, par value $0.10 per share (the "Series A Convertible Preferred Stock" and, together with the Common Stock, the "TPG Shares"), of the Issuer.
(2) Mr. Davis disclaims beneficial ownership of all of the TPG Shares that are or may be beneficially owned by TPG Aviator or any of its affiliates. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that Mr. Davis is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities of the Issuer for purposes of Section 16 of the Exchange Act or otherwise.
 
Remarks:
(3) Ronald Cami is signing on behalf of Kelvin Davis pursuant to the authorization and designation letter dated July 1, 2010, which was previously filed the Securities and Exchange Commission.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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