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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 | ||||||||
| Put/Call Option (right/obligation to sell) (2) | $ 20.68 | 04/12/2013 | S(2) | 2,142,900 | (2) | (2) | Class A Common Stock | 2,142,900 | (2) | 11,286,361 | I | See Explanation of Responses (4) (5) (6) (7) | |||
| Put/Call Option (right/obligation to sell) (2) | $ 20.68 | 04/15/2013 | X(3) | 11,286,361 | (2) | (2) | Class A Common Stock | 11,286,361 | (2) | 0 | I | See Explanation of Responses (4) (5) (6) (7) | |||
| Common Partnership Units and Class B Common Stock (1) | (1) | 04/15/2013 | X(3) | 11,286,361 | (1) | (1) | Class A Common Stock | 11,286,361 | $ 20.68 | 43,595,623 | I | See Explanation of Responses (4) (5) (6) (7) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Keller Jason C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 S. GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA 90071 |
X | X | ||
| /s/ Jason Keller | 04/15/2013 | |
| **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) | OCM TMM Holdings II, L.P. ("OCM TMM Holdings") holds an aggregate of 43,595,623 common partnership units (the "New TMM Units") of TMM Holdings II Limited Partnership ("New TMM") and 43,595,623 shares of Class B Common Stock (the "Class B Shares") of Taylor Morrison Home Corporation (the "Issuer"). Pursuant to the terms of the Exchange Agreement dated as of April 9, 2013, OCM TMM Holdings may exchange all or a portion of its New TMM Units (along with an equal number of its Class B Shares) at any time for shares of Class A Common Stock (the "Class A Shares") of the Issuer on a one-for-one basis. |
| (2) | Pursuant to the terms of a Put/Call Agreement dated as of April 9, 2013, OCM TMM Holdings had the option to require the Issuer to purchase, and the Issuer had the right to require OCM TMM Holdings to sell, in each case exercisable at any time on or after April 15, 2013 and up to June 30, 2013, 9,143,461 Class B Shares together with a corresponding number of New TMM Units at $20.68 per share. In addition, because the underwriters of the Issuer's initial public offering purchased, on April 12, 2013, Class A Shares pursuant to the over-allotment option granted to them by the Issuer, OCM TMM Holdings had the option to require the Issuer to purchase, and the Issuer had the right to require OCM TMM Holdings to sell, an additional 2,142,900 Class B Shares together with a corresponding number of New TMM Units at $20.68 per share. |
| (3) | On April 15, 2013, the Issuer exercised its right to require OCM TMM Holdings to sell 11,286,361 Class B Shares together with a corresponding number of New TMM Units at $20.68 per share. |
| (4) | The general partner of OCM TMM Holdings is OCM TMM Holdings II GP, ULC. The sole shareholder of OCM TMM Holdings II GP, ULC is OCM TMM Holdings LP, Inc. The sole shareholder of OCM TMM Holdings LP, Inc. is Oaktree TM Holdings CTB, Ltd. The sole director of Oaktree TM Holdings CTB, Ltd. is Oaktree Capital Management, L.P., and the shareholders of Oaktree TM Holdings CTB, Ltd. controlling a majority of the vote are Oaktree Opportunities Fund VIII, L.P., Oaktree Opportunities Fund VIII (Parallel), L.P. and Oaktree Opportunities Fund VIII (Parallel 2), L.P., with the remaining shareholders being Oaktree Huntington Investment Fund, L.P., Oaktree FF Investment Fund, L.P., Oaktree Real Estate Opportunities Fund V, L.P. and Oaktree Remington Investment Fund, L.P. The general partner of Oaktree Capital Management, L.P. is Oaktree Holdings, Inc. |
| (5) | The general partner of each of Oaktree Opportunities Fund VIII, L.P., Oaktree Opportunities Fund VIII (Parallel), L.P. and Oaktree Opportunities Fund VIII (Parallel 2), L.P. is Oaktree Opportunities Fund VIII GP, L.P. The general partner of Oaktree Opportunities Fund VIII GP, L.P. is Oaktree Opportunities Fund VIII GP Ltd. The sole director of Oaktree Opportunities Fund VIII GP Ltd. is Oaktree Capital Management, L.P., and the sole shareholder of Oaktree Opportunities Fund VIII GP Ltd. is Oaktree Fund GP I, L.P. The general partner of Oaktree Fund GP I, L.P. is Oaktree Capital I, L.P. The general partner of Oaktree Capital I, L.P. is OCM Holdings I, LLC. The managing member of OCM Holdings I, LLC is Oaktree Holdings, LLC. The sole shareholder of Oaktree Holdings, Inc. and the managing member of Oaktree Holdings, LLC is Oaktree Capital Group, LLC. The duly elected manager of Oaktree Capital Group, LLC is Oaktree Capital Group Holdings GP, LLC. |
| (6) | The members of Oaktree Capital Group Holdings GP, LLC are Kevin Clayton, John Frank, Stephen Kaplan, Bruce Karsh, Larry Keele, David Kirchheimer, Howard Marks and Sheldon Stone, who, by virtue of their membership interests in Oaktree Capital Group Holdings GP, LLC, may be deemed to share voting and dispositive power with respect to the Class B shares held by OCM TMM Holdings. |
| (7) | Jason Keller is an officer or its equivalent of each of Oaktree Capital Management, L.P. and Oaktree Fund GP I, L.P. and serves as a director appointed by OCM TMM Holdings. These securities may be deemed beneficially owned by Mr. Keller by virtue of his being an officer (or its equivalent) of each of Oaktree Capital Management, L.P. and Oaktree Fund GP I, L.P. |
| Remarks: Mr. Keller disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein, and the inclusion of these securities in this Form 4 shall not be deemed an admission that Mr. Keller has beneficial ownership of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. | |