SEC Form 4 · accession 0000950142-17-001939
Taylor Morrison Home Corp · TMHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
C. David Cone
Officer — Executive Vice President & CFO
Period of report
Oct 31, 2017
Accepted (ET)
Nov 2, 2017 · 6:09 pm EDT
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 StockF2 | Oct 31, 2017 | C | 35,000 | $0.00 | A | 42,511 | D | |
| Class A Common StockF3 | Nov 1, 2017 | S | 35,000 | $23.7882 | D | 7,511 | D | |
| Class A Common Stock | holding | — | — | — | 2,200 | I | By C.D. Cone Trust |
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 StockF4,F5 | — | Oct 31, 2017 | C | 35,000 | D | — | — | Class A Common Stock | 35,000 | 41,205 | D |
Explanation of responses
- F1This transaction was effected pursuant to a Rule 10b5-1 Plan entered into by the reporting person on August 10, 2017. Accordingly, the reporting person had no discretion with regard to the timing of the transaction.
- F2Represents shares of Class A Common Stock ("Class A Shares") that were obtained upon exchange of an equal number of Common Partnership Units ("New TMM Units") of TMM Holdings II Limited Partnership along with an equal number of shares of Class B Common Stock ("Class B Shares").
- F3The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $23.33 to $24.24, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of Taylor Morrison Home Corporation, or to Taylor Morrison Home Corporation, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- F4Pursuant to the terms of the Exchange Agreement, dated as of April 9, 2013, the reporting person may exchange all or a portion of his vested New TMM Units (along with an equal number of its Class B Shares) at any time for Class A Shares on a one-for-one basis. Unvested New TMM Units (along with corresponding Class B Shares) vest in equal annual installments of 20% per year on each anniversary of the original date of grant of the interests that were exchanged for the New TMM Units, subject to the individual's continued employment or service through the applicable vesting date.
- F5The New TMM Units do not expire and the reporting person is not required to pay an exercise price in connection with exchanges. Each Class B Share provides the holder with one vote on all matters submitted to a vote of the issuer's stockholders but does not entitle the holder to any of the economic rights associated with the Class A Shares.