SEC Form 4 · accession 0000903423-18-000032
Taylor Morrison Home Corp · TMHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jan 17, 2018
Accepted (ET)
Jan 19, 2018 · 4:51 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 StockF4,F5,F6 | Jan 17, 2018 | S | 1,499,732 | $27.14 | D | 0 | I | See Explanation of Responses |
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,F2,F3,F5,F6 | — | Jan 17, 2018 | J | 8,853,462 | D | — | — | Class A Common Stock | 8,853,462 | 1,875,000 | I |
| Common Partnership Units and Class B Common StockF1,F2,F3,F5,F6 | — | Jan 17, 2018 | J | 1,875,000 | D | — | — | Class A Common Stock | 1,875,000 | 0 | I |
Explanation of responses
- F1On January 11, 2018, TPG TMM Holdings II, L.P. ("TPG TMM Holdings") entered into two Purchase Agreements with Taylor Morrison Home Corporation (the "Issuer") pursuant to which the Issuer agreed to purchase from TPG TMM Holdings, and TPG TMM Holdings agreed to sell to the Issuer, an aggregate of 10,728,462 common partnership units (the "New TMM Units") of TMM Holdings II Limited Partnership ("New TMM") (along with an equal number of shares of Class B Common Stock (the "Class B Shares") of the Issuer) at a price of $27.14 per New TMM Unit/Class B Share (the "Repurchases"). The Repurchases closed on January 17, 2018.
- F2Following the Repurchases, TPG TMM Holdings no longer holds any New TMM Units or Class B Shares. Pursuant to the terms of the Exchange Agreement dated as of April 9, 2013, TPG TMM Holdings had the right to 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.
- F3David 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.
- F4TPG 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"), each of which held Class A Shares whose disposition is reported herein.
- F5Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may have been deemed to have beneficially owned 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.
- F6Pursuant 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
(7) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (8) 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.