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 *
Johnston Tina Marie
  2. Issuer Name and Ticker or Trading Symbol
AV Homes, Inc. [AVHI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr. VP, PFO and PAO
(Last)
(First)
(Middle)
8601 N. SCOTTSDALE ROAD, SUITE 225
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2012
(Street)

SCOTTSDALE, AZ 85253
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
Common Stock 12/31/2012   D   5,083 D $ 0 34,917 D  
Common Stock 12/31/2012   F   412 D $ 14.22 34,505 D  
Common Stock 01/01/2013   F   1,767 D $ 14.22 32,738 D  
Common Stock 03/21/2013   D   18,750 D $ 0 (1) 13,988 D  
Common Stock 03/21/2013   A   8,982 A $ 0 (2) 22,970 D  

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Johnston Tina Marie
8601 N. SCOTTSDALE ROAD
SUITE 225
SCOTTSDALE, AZ 85253
      Sr. VP, PFO and PAO  

Signatures

 /s/ Tina Marie Johnston   03/25/2013
**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) The restricted stock award issued to the Reporting Person on August 15, 2011 was cancelled in connection with the grant to the Reporting Person of a new performance-based restricted stock award on March 21, 2013 as the Compensation Committee sought to adjust the performance objectives of the Issuer's management team based on the Issuer's current business strategy.
(2) The restricted stock award was granted under the Amended and Restated 1997 Incentive and Capital Accumulation Plan (2011 Restatement) and vests as to 25% of the shares on each of December 31, 2013, 2014, 2015 and 2016 if certain performance goals are achieved for each annual period.

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