SEC Form 4 · accession 0000950142-17-000252
Taylor Morrison Home Corp · TMHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joe Houssian
Director
Period of report
Feb 6, 2017
Accepted (ET)
Feb 8, 2017 · 5:21 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 STOCKF2,F3,F1 | — | Feb 6, 2017 | J | 604,449 | D | — | — | CLASS A COMMON STOCK | 604,449 | 0 | I |
Explanation of responses
- F1JHI Holding Limited Partnership ("JHI") held an aggregate of 604,449 common partnership units (the "New TMM Units") of TMM Holdings II Limited Partnership ("New TMM") and 604,449 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, JHI 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.
- F2Represents the sale of New TMM Units and Class B common stock by JHI to the Issuer, pursuant to the Purchase Agreement, dated as of January 31, 2017, by and among the Issuer and certain stockholders named therein, as approved by the board of directors.
- F3Includes New TMM Units and Class B Shares held by JHI, of which the sole limited partner is JSH Investment Corporation and the general partner is JHI Advisory Ltd. The sole shareholder of JHI Advisory Ltd. is JH Investments Inc. The sole shareholder of JH Investments Inc. is Northampton Holdings Ltd. The sole voting shareholder of Northampton Holdings Ltd. is Joe S. Houssian. Joe S. Houssian is the sole director of JHI Advisory Ltd., JSH Investment Corporation and JH Investments Inc.