SEC Form 4 · accession 0000903423-18-000015
Taylor Morrison Home Corp · TMHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jan 8, 2018
Accepted (ET)
Jan 10, 2018 · 4:14 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001562476
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Partnership Units and Class B Common StockF1,F4,F5,F6,F7 | — | Jan 8, 2018 | J | 5,500,000 | D | — | — | Class A Common Stock | 5,500,000 | 12,647,848 | I |
| Common Partnership Units and Class B Common StockF1,F4,F5,F6,F7 | — | Jan 8, 2018 | J | 1,919,386 | D | — | — | Class A Common Stock | 1,919,386 | 10,728,462 | I |
Explanation of responses
- F1TPG TMM Holdings II, L.P. ("TPG TMM Holdings") holds an aggregate of 10,728,462 common partnership units (the "New TMM Units") of TMM Holdings II Limited Partnership ("New TMM") and 10,728,462 shares of Class B Common Stock (the "Class B Shares") of Taylor Morrison Home Corporation (the "Issuer"). Pursuant to the terms of the Exchange Agreement dated as of April 9, 2013, TPG TMM Holdings may exchange all or a portion of its New TMM Units (along with an equal number of its Class B Shares) at any time for shares of Class A Common Stock (the "Class A Shares") of the Issuer on a one-for-one basis.
- F2On January 3, 2018, TPG TMM Holdings entered into a Purchase Agreement with the Issuer pursuant to which the Issuer agreed to purchase from TPG TMM Holdings, and TPG TMM Holdings agreed to sell to the Issuer, 5,500,000 New TMM Units (along with an equal number of Class B Shares) at a price of $26.05 per New TMM Unit/Class B Share. The transaction closed on January 8, 2018.
- F3On January 3, 2018, TPG TMM Holdings entered into a Purchase Agreement with New TMM pursuant to which New TMM agreed to purchase from TPG TMM Holdings, and TPG TMM Holdings agreed to sell to New TMM, 1,919,386 New TMM Units (along with an equal number of Class B Shares) at a price of $26.05 per New TMM Unit/Class B Share. The transaction closed on January 8, 2018.
- F4David Bonderman and James G. Coulter are sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. (together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the sole member of TPG Group Holdings (SBS) Advisors, LLC, 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. ("TPG GenPar VI AIV TM"), which is the general partner of TPG TM IV-A, L.P., which is the sole member of TPG TM IV, SRL, which is the sole member of TPG TM III-2, SRL, which is the sole shareholder of TPG TMM Holdings II GP, ULC, which is the general partner of the TPG TMM Holdings.
- F5TPG GenPar VI AIV TM is also 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 TMM Holdings, TPG TM TE 2016, TPG TM 2016-I, TPG TM 2016-II and TPG TM 2016-III, the "TPG Funds"), which collectively hold 1,499,732 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.