SEC Form 4/A · accession 0000899243-15-006363

RYLAND GROUP INC · RYL

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

This is an amendment (Form 4/A). It replaces an earlier filing for the same period.

Reporting owner

Peter G Skelly

Officer — COO

Period of report

Oct 1, 2015

Accepted (ET)

Oct 5, 2015 · 7:42 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	2,643	—	A	93,388	D
Common Stock, par value $1.00 per share^F1	Oct 1, 2015	M	5,724	—	A	99,112	D
Common Stock, par value $1.00 per share^F2	Oct 1, 2015	A	15,859	—	A	114,971	D
Common Stock, par value $1.00 per share^F2	Oct 1, 2015	A	18,261	—	A	133,232	D
Common Stock, par value $1.00 per share^F3	Oct 1, 2015	F	21,244	$40.83	D	111,988	D
Common Stock, par value $1.00 per share^F3,F4	Oct 1, 2015	D	111,988	—	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	2,643	D	—	—	Common Stock, par value $1.00 per share	2,643	D
Restricted Stock Units^F1	—	Oct 1, 2015	M	5,724	D	—	—	Common Stock, par value $1.00 per share	5,724	D
Restricted Stock Units^F5	—	Oct 1, 2015	D	10,549	D	—	—	Common Stock, par value $1.00 per share	10,549	D
Stock Option (right to buy)^F6	$16.52	Oct 1, 2015	D	13,333	D	Mar 1, 2012	Mar 1, 2016	Common Stock, par value $1.00 per share	13,333	D
Stock Option (right to buy)^F6	$18.22	Oct 1, 2015	D	20,000	D	Mar 1, 2013	Mar 1, 2019	Common Stock, par value $1.00 per share	20,000	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.
F3Balance of 119,988 for Table I Column 4 "Securities Acquired (A) or Disposed Of (D)" and Column 5 "Amount of Securities Beneficially Owned Following Reported Transaction" on Form 4 filed 10/01/2015 was not correct. This amended form reflects correct balance of 111,988. The incorrect balance was result of data entry mistake.
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 was 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.