SEC Form 4 · accession 0001179110-17-002142
WCI Communities, Inc. · WCIC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Keith E Bass
Officer — PRESIDENT & CEO · Director
Period of report
Feb 10, 2017
Accepted (ET)
Feb 10, 2017 · 2:11 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001574532
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Feb 10, 2017 | D | 239,526 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF3,F1 | — | Feb 10, 2017 | D | 450 | D | — | — | Common Stock | 490,764 | 0 | D |
| Performance Share UnitF4,F1 | — | Feb 10, 2017 | D | 55,866 | D | — | — | Common Stock | 83,799 | 0 | D |
Explanation of responses
- F1Pursuant to that Agreement and Plan of Merger dated as of September 22, 2016 among the Issuer (hereinafter, "WCI"), Lennar Corporation, a Delaware corporation ("Lennar"), and certain subsidiaries of Lennar, the parties thereto effected the merger of Marlin Green Corp., a Delaware corporation and wholly-owned subsidiary of Lennar, with and into WCI (the "Merger") with WCI surviving the Merger as a direct, wholly-owned subsidiary of Lennar.
- F2Comprised of 118,526 shares of common stock of WCI (the "Unrestricted Shares") and 121,000 shares of restricted common stock of WCI (the "Restricted Shares"). At the effective time of the Merger (the "Effective Time"), (i) each Unrestricted Share was disposed of in exchange for $23.50 in cash and (ii) each Restricted Share outstanding and unvested or otherwise subject to possible forfeiture vested immediately prior to the completion of the Merger and was cancelled for the right to receive $23.50 in cash.
- F3At the Effective Time, each outstanding LTIP Unit, whether vested or unvested, terminated and was disposed of in exchange for $23.50 in cash multiplied by the number of shares of underlying WCI common stock issuable upon settlement of such LTIP Units.
- F4At the Effective Time, each outstanding Performance Share Unit ("PSU"), whether vested or unvested, terminated and was disposed of in exchange for $23.50 in cash multiplied by the number of shares of underlying WCI common stock issuable upon settlement of such PSUs.