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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) | $ 22 | 04/12/2013 | A | 175,000 | (1) | 04/12/2023 | Class A Common Stock | 175,000 | (2) | 175,000 | D | ||||
| Common Partnership Units and Class B Common Stock | (3) | 04/09/2013 | A | 96,205 | (3) | (4) | Class A Common Stock | 96,205 | (3) | 96,205 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Cone C. David 4900 N. SCOTTSDALE ROAD, SUITE 2000 SCOTTSDALE, AZ 85251 |
Vice President and CFO | |||
| /s/ C. David Cone | 04/16/2013 | |
| **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) | Subject to certain conditions, the options will generally vest in four equal installments of 25% on each of April 12, 2015, April 12, 2016, April 12, 2017 and April 12, 2018. |
| (2) | The options were granted to Mr. Cone in accordance with the Taylor Morrison 2013 Omnibus Equity Award Plan. |
| (3) | Pursuant to the terms of the Exchange Agreement dated as of April 9, 2013, Mr. Cone may exchange all or a portion of his vested 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. Unvested New TMM Units (along with corresponding shares of of the issuer's Class B common stock) vest in equal annual installments of 20% per year on each anniversary of the original date of grant of the interests that were exchanged for the New TMM Units, subject to the individual's continued employment or service through the applicable vesting date. |
| (4) | The New TMM Units do not expire and the reporting person is not required to pay an exercise price in connection with exchanges. The Class B common stock provides the holder with one vote on all matters submitted to a vote of the issuer's stockholders but does not entitle the holder to any of the economic rights associated with shares of the issuer's Class A common stock. |