SEC Form 4 · accession 0001179110-18-011937

AV Homes, Inc. · AVHI

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

Reporting owner

Joshua Lionel Nash

Director

Period of report

Oct 1, 2018

Accepted (ET)

Oct 2, 2018 · 5:07 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	D/I	Nature of ownership
Common Stock	Oct 2, 2018	D	197,290	$21.50	D	D
Common Stock^F2	Oct 2, 2018	D	390,800	$21.50	D	I	By Limited Partnership
Common Stock^F3	Oct 2, 2018	D	59,023	$21.50	D	I	By Offshore Fund
Common Stock	Oct 2, 2018	D	173,900	$21.50	D	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
Stock Units^F6,F4,F5	—	Oct 1, 2018	A	1,625	A	—	—	Common Stock	1,625	28,270	D
Stock Units^F4,F7	—	Oct 2, 2018	D	28,270	D	—	Oct 2, 2018	Common Stock	28,270	0	D

Explanation of responses

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.
F2Shares 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.
F3Shares 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.
F4The units convert to Common Stock of the issuer on a 1-for-1 basis.
F5The units, which represent a deferral of a portion of a director's fees payable to the Reporting Person, are fully vested at all times and are convertible into shares of Issuer's Common Stock at the earlier of a date specified by the Reporting Person or the date on which the Reporting Person no longer serves as a director of the Issuer.
F6Represents the most recent closing price of Issuer's Common Stock prior to the date of grant, which closing price represents the denominator for purposes of determining the number of Stock Units attributable to the Reporting Person's deferral account.
F7Fully vested.