SEC Form 4 · accession 0000899243-15-005680

RYLAND GROUP INC · RYL

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

Reporting owner

Larry T Nicholson

Officer — CEO & President · Director

Period of report

Oct 1, 2015

Accepted (ET)

Oct 1, 2015 · 1:46 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
Common Stock, par value $1.00 per share^F1	Oct 1, 2015	M	10,890	—	A	479,903	D
Common Stock, par value $1.00 per share^F1	Oct 1, 2015	M	21,464	—	A	501,367	D
Common Stock, par value $1.00 per share^F2	Oct 1, 2015	A	65,340	—	A	566,707	D
Common Stock, par value $1.00 per share^F2	Oct 1, 2015	A	68,478	—	A	635,185	D
Common Stock, par value $1.00 per share	Oct 1, 2015	F	91,811	$40.83	D	543,374	D
Common Stock, par value $1.00 per share^F3,F4	Oct 1, 2015	D	543,374	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Stock Units^F1	—	Oct 1, 2015	M	10,890	D	—	—	Common Stock, par value $1.00 per share	10,890	D
Restricted Stock Units^F1	—	Oct 1, 2015	M	21,464	D	—	—	Common Stock, par value $1.00 per share	21,464	D
Restricted Stock Units^F5	—	Oct 1, 2015	D	39,560	D	—	—	Common Stock, par value $1.00 per share	39,560	D
Stock Option (right to buy)^F6	$16.52	Oct 1, 2015	D	175,000	D	Mar 1, 2012	Mar 1, 2016	Common Stock, par value $1.00 per share	175,000	D
Stock Option (right to buy)^F6	$18.22	Oct 1, 2015	D	175,000	D	Mar 1, 2013	Mar 1, 2019	Common Stock, par value $1.00 per share	175,000	D

Explanation of responses

F1Each restricted stock unit represents a contingent right to receive one share of issuer's common stock and/or the cash value thereof. The restricted stock units vested 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 (the "merger agreement"). 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. Immediately prior to the effective time of the merger, each restricted stock unit was settled in a share of Ryland common stock, less any applicable tax withholding.
F2Reflects settlement of long-term incentive plan ("LTIP") awards. The LTIP awards vested (at the target level) pursuant to the merger agreement. Immediately prior to the effective time of the merger, LTIP awards were settled in shares of Ryland common stock, less any applicable tax withholding.
F3Includes 575 shares held by the Ryland Retirement Savings Opportunity Plan and allocated to the account of the Reporting Person pursuant to the conversion of shares of Series A ESOP Convertible Preferred Shares held by the Plan as required by Section 409(1)(3) of the Internal Revenue Code.
F4Disposed of pursuant to the merger agreement. 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.
F5Disposed of pursuant to the merger agreement. At the effective time of the merger, each restricted stock unit converted into and became exchangeable for a restricted stock unit of CalAtlantic Group, Inc., on the same terms and conditions (subject to certain modifications) as were applicable under such restricted stock unit as of immediately prior to the merger. The number of shares of CalAtlantic Group, Inc. common stock underlying each converted Ryland restricted stock unit was determined by multiplying the number of shares of Ryland common stock subject to such restricted stock unit immediately prior to the completion of the merger by the exchange ratio of 1.0191, and rounding down to the nearest whole share.
F6Pursuant 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.