Edgar Filing: SMITH HARMON D

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SMITH HARMON D

2. Issuer Name and Ticker or Trading Symbol
PULTEGROUP INC/MI/ [PHM]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP & Chief Operating Officer

(Last)

(First)

(Middle)

3350 PEACHTREE ROAD NORTHEAST, SUITE 150

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2019

(Street)

ATLANTA, GA 30326

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/06/2019		A		31,067 ⁽¹⁾ ⁽²⁾	A	$ 0	287,890	D
Common Stock	02/06/2019		F		9,421 ⁽³⁾	D	$ 26.855	278,469	D
Common Stock	02/06/2019		A		29,790	A	$ 0	308,259	D
Units								6,212.331 ⁽⁴⁾	I	By 401(k) plan ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SMITH HARMON D 3350 PEACHTREE ROAD NORTHEAST SUITE 150 ATLANTA, GA 30326			EVP & Chief Operating Officer

Signatures

/s/ Todd N. Sheldon, Attorney-in-Fact		02/08/2019
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	These share were granted to settle a stock-settled performance award under the PulteGroup, Inc. 2013 Senior Management Incentive Plan.
(2)	These shares are fully vested and exercisable.
(3)	These shares were surrendered to issuer to cover tax obligations on common shares granted to settle a stock-settled performance award.
(4)	On July 2, 2018, .057 units of the PulteGroup, Inc. Stock Fund of the PulteGroup, Inc. 401(k) Plan ("Plan") were sold to cover the fees on the Plan. On October 1, 2018, .057 units of the PulteGroup, Inc. Stock Fund of the Plan were sold to cover the fees on the Plan. On January 2, 2019, .064 units of the PulteGroup, Inc. Stock Fund of the Plan were sold to cover the fees on the Plan.
(5)	Represents units of the PulteGroup, Inc. Stock Fund (the "Fund") of the PulteGroup, Inc. 401(k) Plan. The Fund consists of cash and Common Stock in amounts that vary from time to time. The reporting person's units represented 14,144.964 shares of PulteGroup, Inc. Common Stock held in the Fund as of February 6, 2019.

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