SEC Form 4 · accession 0001179110-18-011931

AV Homes, Inc. · AVHI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — President and CEO · Director

Period of report

Oct 2, 2018

Accepted (ET)

Oct 2, 2018 · 5:06 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 Stock^F2	Oct 2, 2018	D	292,806	$21.50	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (right to buy)^F3	$16.80	Oct 2, 2018	D	330,036	D	—	Sep 26, 2023	Common Stock	330,036	D
Employee Stock Option (right to buy)^F3	$17.65	Oct 2, 2018	D	46,608	D	—	Jan 31, 2027	Common Stock	46,608	D
Employee Stock Option (right to buy)^F3	$16.90	Oct 2, 2018	D	64,199	D	—	Jan 31, 2028	Common Stock	64,199	D

F1Disposed of as a result of merger pursuant to previously announced Agreement and Plan of Merger, dated as of June 7, 2018 by and among the issuer, Taylor Morrison Home Corporation, Taylor Morrison Communities, Inc., and Thor Merger Sub, Inc.
F2Of the total shares disposed, 171,112 were exchanged for $21.50 per share. The remaining shares represent restricted stock and restricted stock unit awards to acquire 121,694 shares of AV Homes common stock (assuming applicable performance conditions are fully achieved or achieved at target levels, as applicable) that were exchanged for restricted stock and restricted stock unit awards to acquire 119,174 shares of Taylor Morrison common stock having a market value of $18.17 per share based on the closing price of the Taylor Morrison common stock on October 2, 2018. The replacement restricted stock and restricted stock unit awards are subject to the substantially the same terms and conditions as the AV Homes restricted stock restricted stock unit awards (other than any performance-based vesting conditions).
F3Fully vested.