SEC Form 4 · accession 0001179110-16-025564
AV Homes, Inc. · AVHI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joshua Lionel Nash
Director
Period of report
May 24, 2016
Accepted (ET)
May 26, 2016 · 4:37 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000039677
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | May 24, 2016 | M | 2,848 | $0.00 | A | 185,481 | D | |
| Common StockF3 | holding | — | — | — | 308,400 | I | By Limited Partnership | |
| Common StockF4 | holding | — | — | — | 50,199 | I | By Offshore Fund | |
| Common Stock | holding | — | — | — | 173,900 | I | By Trust fbo Mother |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2 | — | May 24, 2016 | M | 2,848 | D | May 24, 2016 | May 24, 2016 | Common Stock | 2,848 | 0 | D |
| Restricted Stock UnitsF2,F5 | — | May 25, 2016 | A | 3,673 | A | May 25, 2017 | May 25, 2017 | Common Stock | 3,673 | 3,673 | D |
Explanation of responses
- F1Shares received in settlement of restricted stock units in a transaction exempt pursuant to Rule 16b-3(d) under the Securities Exchange Act of 1934.
- F2The units convert to Common Stock of the issuer on a 1-for-1 basis.
- F3Shares are held by a limited partnership. The managing general partner of the limited partnership is directly controlled by the reporting person. The reporting person disclaims beneficial ownership of the shares held by the limited partnership except to the extent of his pecuniary interest therein.
- F4Shares are held by an offshore fund. The reporting person controls the management company for this fund. The reporting person disclaims beneficial ownership of the shares held by the offshore company except to the extent of his pecuniary interest therein, which results solely from a compensatory arrangement pursuant to which certain amounts to be paid to the reporting person are valued by reference to the managed account.
- F5The units granted to the Reporting Person vest in full on the earlier of May 25, 2017 or the day immediately preceding the 2017 annual meeting of stockholders, provided that the Reporting Person is a member of the Issuer's board of directors on such date.