SEC Form 4 · accession 0000899243-15-005674

RYLAND GROUP INC · RYL

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

Reporting owner

Robert E Mellor

Director

Period of report

Oct 1, 2015

Accepted (ET)

Oct 1, 2015 · 1:40 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000085974

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	D/I	Nature of ownership
Common Stock, par value $1.00 per share^F1	Oct 1, 2015	D	66,730	—	D	D
Common Stock, par value $1.00 per share^F2,F1	Oct 1, 2015	D	2,000	—	D	I	By Wife
Common Stock, par value $1.00 per share^F1	Oct 1, 2015	D	400	—	D	I	Regular IRA
Common Stock, par value $1.00 per share^F1	Oct 1, 2015	D	1,600	—	D	I	SEP IRA

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (right to buy)^F3	$72.13	Oct 1, 2015	D	20,000	D	Jun 30, 2006	Dec 30, 2015	Common Stock, par value $1.00 per share	20,000	0	D

Explanation of responses

F1Disposed of pursuant to the Amended and Restated Agreement and Plan of Merger by and between The Ryland Group, Inc. and Standard Pacific Corp. dated as of June 14, 2015. Pursuant to the merger agreement, The Ryland Group, Inc. merged with and into Standard Pacific Corp., with Standard Pacific Corp. continuing as the surviving corporation under the name CalAtlantic Group, Inc. At the effective time of the merger, each share of Ryland common stock issued and outstanding immediately prior to the effective time of the merger was converted into and became exchangeable for 1.0191 validly issued, fully paid and non-assessable shares of common stock of CalAtlantic Group, Inc.
F2The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed as an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
F3Pursuant to the merger agreement, each option to purchase shares of Ryland common stock was converted into an option to acquire shares of CalAtlantic Group, Inc. common stock on the same terms and conditions as were applicable under such option as of immediately prior to the merger. The number of shares of CalAtlantic Group, Inc. common stock underlying each converted Ryland option was determined by multiplying the number of shares of Ryland common stock subject to such option immediately prior to the completion of the merger by the exchange ratio of 1.0191, and rounding down to the nearest whole share.