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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 | 04/15/2013 | X(3) | 604,449 | (1) | (1) | CLASS A COMMON STOCK | 604,449 | (2) | 0 | I | SEE EXPLANATION OF RESPONSES (4) | |||
| COMMON PARTNERSHIP UNITS AND CLASS B COMMON STOCK (1) | (1) | 04/15/2013 | X(3) | 604,449 | (1) | (1) | CLASS A COMMON STOCK | 604,449 | $ 20.68 | 604,448 | I | SEE EXPLANATION OF RESPONSES (4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Houssian Joe 3260 - 666 BURRARD STREET VANCOUVER, A1 V6C 2X8 |
X | |||
| /s/ Joe Houssian | 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) | JHI Holding Limited Partnership ("JHI") holds an aggregate of 604,448 common partnership units (the "New TMM Units") of TMM Holdings II Limited Partnership ("New TMM") and 604,448 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, JHI 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 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, JHI has the option to require the Issuer to purchase, and the Issuer has the right to require JHI to sell, in each case exercisable at any time on or after April 15, 2013 up to June 30, 2013, 604,449 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 JHI to sell 604,449 Class B Shares together with a corresponding number of New TMM Units at $20.68 per share. |
| (4) | Includes New TMM Units and Class B Shares held by JHI, of which the sole limited partner is JSH Investment Corporation and the general partner is JHI Advisory Ltd. The sole shareholder of JHI Advisory Ltd. is JH Investments Inc. The sole shareholder of JH Investments Inc. is Joe S. Houssian. Joe S. Houssian is the sole director of JHI Advisory Ltd., JSH Investment Corporation and JH Investments Inc. |