SEC Form 4 · accession 0000950142-18-002109
Taylor Morrison Home Corp · TMHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter R. Lane
Director
Period of report
Oct 26, 2018
Accepted (ET)
Oct 30, 2018 · 5:53 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 StockF1 | Oct 26, 2018 | A | 31,848 | $0.00 | A | 31,848 | D |
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 | — | Oct 26, 2018 | D | 31,848 | D | — | — | Class A Common Stock | 31,848 | 0 | D |
Explanation of responses
- F1Represents shares of Class A Common Stock ("Class A Shares") that were obtained in exchange for the contribution to Taylor Morrison Home Corporation (the "Issuer") 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").
- F2Pursuant to the terms of the Exchange Agreement, dated as of April 9, 2013 (the "Exchange Agreement"), the reporting person was permitted to 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. The Exchange Agreement was terminated on October 26, 2018 in connection with the contribution of all outstanding Class B shares, together with paired New TMM Units, to the Issuer.
- F3The 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.
Remarks
As of October 26, 2018, Taylor Morrison Home Corporation (formerly known as Taylor Morrison Homes Corporation) became the successor issuer to, and parent holding company of, Taylor Morrison Home II Corporation (formerly known as Taylor Morrison Home Corporation) pursuant to an internal holding company reorganization in which all of Taylor Morrison Home II Corporation's outstanding shares were automatically converted into equivalent corresponding shares of Taylor Morrison Home Corporation.