SEC Form 4 · accession 0001144204-15-057676
CalAtlantic Group, Inc. · CAA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter Schoels
Director
Period of report
Oct 1, 2015
Accepted (ET)
Oct 1, 2015 · 4:05 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000878560
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Junior Participating Convertible Preferred StockF4,F1,F2,F3,F5 | — | Oct 1, 2015 | C | 267,829 | D | Aug 18, 2008 | — | Common Stock | 17,562,557 | 0 | I |
Explanation of responses
- F1MP CA Homes LLC was the record holder of 267,829 shares of Series B Junior Participating Convertible Preferred Stock ("Junior Convertible Preferred Stock"). On October 1, 2015, MP CA Homes LLC converted 267,829 shares of Junior Convertible Preferred Stock into 17,562,557 shares of Common Stock. MatlinPatterson Global Opportunities Partners III L.P. and MatlinPatterson Global Opportunities Partners (Cayman) III L.P. (together, "the Funds"), hold 100 percent of the membership interests in MP CA Homes LLC. (continued on footnote 2)
- F2(continued from footnote 1) MatlinPatterson Global Partners III LLC (the "General Partner") is the general partner of the Funds. MatlinPatterson Global Advisers LLC (the "Adviser") is the investment adviser to the Funds. MatlinPatterson PE Holdings LLC ("Matlin PE Holdings"), a Delaware limited liability company formerly known as MatlinPatterson Asset Management LLC, holds 100 percent of the voting interest and equity of the Adviser and the General Partner. MatlinPatterson LLC holds 100 percent of the equity of Matlin PE Holdings.
- F3Although the Reporting Person does not have voting or investment control over shares held by MP CA Homes LLC, the Reporting Person may be deemed to have an indirect pecuniary interest in such shares through his indirect interest in a limited partner which holds an investment interest and carried interest in the Funds. His exact pecuniary interest therein is not readily determinable because it is subject to several variables, including without limitation, the internal rates of return of the Funds overall with respect to their indirect investment in the Issuer. The Reporting Person disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein.
- F4Each share of Junior Convertible Preferred Stock is convertible into such number of shares of Common Stock of the Issuer equal to $1,000 divided by the applicable conversion price of the Junior Convertible Preferred Stock ($15.25 as of the date hereof, subject to anti-dilution adjustment); provided that upon such conversion the holder thereof cannot own more than 49% of the total voting power of the voting stock of the Issuer
- F5The Junior Convertible Preferred Stock has no expiration date.