SEC Form 4 · accession 0000899243-15-005677
RYLAND GROUP INC · RYL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charlotte St Martin
Director
Period of report
Oct 1, 2015
Accepted (ET)
Oct 1, 2015 · 1:43 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 | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $1.00 per shareF1 | Oct 1, 2015 | D | 25,985 | — | D | 0 | I | Rabbi Trust |
| Common Stock, par value $1.00 per shareF1 | Oct 1, 2015 | D | 10,469 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F2 | $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.
- F2Pursuant 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.