SEC Form 4 · accession 0000903423-16-000869
Taylor Morrison Home Corp · TMHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Feb 11, 2016
Accepted (ET)
Feb 16, 2016 · 5:44 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001562476
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F4,F5,F6,F7 | Feb 11, 2016 | P | 500,000 | $11.8961 | A | 1,140,000 | I | See Explanation of Responses |
| Class A Common StockF2,F4,F5,F6,F7 | Feb 12, 2016 | P | 7,395 | $11.9532 | A | 1,147,395 | I | See Explanation of Responses |
| Class A Common StockF3,F4,F5,F6,F7 | Feb 16, 2016 | P | 20,005 | $12.3919 | A | 1,167,400 | I | See Explanation of Responses |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The number of securities reported represents an aggregate number of shares of Class A Common Stock ("Class A Shares") of Taylor Morrison Home Corporation (the "Issuer") purchased in multiple open market transactions over a range of sale prices. The price reported represents the weighted average price. Purchase prices ranged from $11.70 to $12.085 per Class A Share, inclusive. The Reporting Persons (as defined below) undertake to provide the staff of the Securities and Exchange Commission (the "Commission"), the Issuer or a stockholder of the Issuer, upon request, the number of Class A Shares purchased by the Reporting Persons at each separate price within the range.
- F2The number of securities reported represents an aggregate number of Class A Shares purchased in multiple open market transactions over a range of sale prices. The price reported represents the weighted average price. Purchase prices ranged from $11.89 to $12.00 per Class A Share, inclusive. The Reporting Persons undertake to provide the staff of the Commission, the Issuer or a stockholder of the Issuer, upon request, the number of Class A Shares purchased by the Reporting Persons at each separate price within the range.
- F3The number of securities reported represents an aggregate number of Class A Shares purchased in multiple open market transactions over a range of sale prices. The price reported represents the weighted average price. Purchase prices ranged from $12.32 to $12.485 per Class A Share, inclusive. The Reporting Persons undertake to provide the staff of the Commission, the Issuer or a stockholder of the Issuer, upon request, the number of Class A Shares purchased by the Reporting Persons at each separate price within the range.
- F4David Bonderman and James G. Coulter are officers and sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. (together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole shareholder of TPG Holdings III-A, Inc., which is the general partner of TPG Holdings III-A, L.P., which is the general partner of TPG Holdings III, L.P., which is the sole shareholder of TPG GenPar VI AIV TM Advisors, Inc., which is the general partner of TPG GenPar VI AIV TM, L.P., which is the general partner of each of (i) TPG VI TM TE 2016, L.P. ("TPG TM TE 2016"), (ii) TPG VI TM 2016-I, L.P. ("TPG TM 2016-I"), (iii) TPG VI TM 2016-II, L.P. ("TPG TM 2016-II"), (iv) TPG VI TM 2016-III, L.P. ("TPG TM 2016-III") and (v) TPG VI TM 2016-IV, L.P. ("TPG TM 2016-IV" and, together with TPG TM TE 2016, TPG TM 2016-I, TPG TM 2016-II and TPG TM 2016-III, the "TPG Funds").
- F5TPG TM TE 2016 beneficially owns 60,070 Class A Shares. TPG TM 2016-I beneficially owns 64,767 Class A Shares. TPG TM 2016-II beneficially owns 956,355 Class A Shares. TPG TM 2016-III beneficially owns 30,167 Class A Shares. TPG TM 2016-IV beneficially owns 56,041 Class A Shares.
- F6Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each Reporting Person and each TPG Fund disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or such TPG Fund's pecuniary interest therein, if any.
- F7Pursuant 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 the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
Remarks
(8) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (9) Clive Bode is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated June 19, 2015, which were previously filed with the Securities and Exchange Commission.