SEC Form 4 · accession 0000950142-19-000524
Taylor Morrison Home Corp · TMHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sheryl Palmer
Officer — Chairman, President and CEO · Director
Period of report
Mar 8, 2019
Accepted (ET)
Mar 11, 2019 · 7:05 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 Stock | Mar 8, 2019 | A | 72,788 | $0.00 | A | 655,334 | D | |
| Class A Common StockF2 | Mar 8, 2019 | F | 32,355 | $16.79 | D | 622,979 | D | |
| Class A Common Stock | Mar 8, 2019 | A | 58,463 | $0.00 | A | 681,442 | D | |
| Class A Common StockF2 | Mar 8, 2019 | F | 25,987 | $16.79 | D | 655,455 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance-based restricted stock unitsF3 | — | Mar 8, 2019 | M | 24,469 | D | — | — | Class A Common Stock | 24,469 | 24,469 | D |
Explanation of responses
- F1Represents the vesting and settlement of performance-based vesting restricted stock units ("PSUs") granted by the Issuer on February 8, 2016, under Issuer's 2013 Omnibus Equity Award Plan, as amended. Upon vesting, each PSU is settled in a share of the Issuer's Class A Common Stock.
- F2Represents shares of Class A Common Stock withheld by the Issuer to cover tax withholding obligations upon the vesting of PSUs.
- F3On February 12, 2018, the reporting person received a grant of PSUs representing 41,946 shares of the Issuer's Class A Common Stock (at target). The PSUs cliff vest at the end of a three year performance cycle, generally subject to the reporting person's continued employment through the applicable vesting date, with the number of PSUs earned and issued determined based on achievement of return on net asset performance objectives approved by the Issuer's compensation committee for each year of the performance cycle. The compensation committee determined that the objectives for the first tranche (2018) were achieved at a level resulting in 24,469 PSUs being earned by the reporting person on March 8, 2019, subject to satisfaction of the vesting conditions for such grant.