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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (right to buy) | $ 16.8 | 10/02/2018 | D(1) | 330,036 | (3) | 09/26/2023 | Common Stock | 330,036 | $ 4.7 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 17.65 | 10/02/2018 | D(1) | 46,608 | (3) | 01/31/2027 | Common Stock | 46,608 | $ 3.85 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 16.9 | 10/02/2018 | D(1) | 64,199 | (3) | 01/31/2028 | Common Stock | 64,199 | $ 4.6 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CREGG ROGER A 8601 N. SCOTTSDALE RD. SUITE 225 SCOTTSDALE, AZ 85253 |
X | President and CEO |
/s/ Gary Shullaw, attorney-in-fact for Roger A. Cregg | 10/02/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Disposed of as a result of merger pursuant to previously announced Agreement and Plan of Merger, dated as of June 7, 2018 by and among the issuer, Taylor Morrison Home Corporation, Taylor Morrison Communities, Inc., and Thor Merger Sub, Inc. |
(2) | Of the total shares disposed, 171,112 were exchanged for $21.50 per share. The remaining shares represent restricted stock and restricted stock unit awards to acquire 121,694 shares of AV Homes common stock (assuming applicable performance conditions are fully achieved or achieved at target levels, as applicable) that were exchanged for restricted stock and restricted stock unit awards to acquire 119,174 shares of Taylor Morrison common stock having a market value of $18.17 per share based on the closing price of the Taylor Morrison common stock on October 2, 2018. The replacement restricted stock and restricted stock unit awards are subject to the substantially the same terms and conditions as the AV Homes restricted stock restricted stock unit awards (other than any performance-based vesting conditions). |
(3) | Fully vested. |