PULTEGROUP INC/MI/ — Director's Dealing 2011

Aug 12, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PULTEGROUP INC/MI/ (PHM)
CIK: 0000822416
Period of Report: 2011-08-10

Reporting Person: PULTE WILLIAM J (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-08-10	Forward sale contract (obligation to sell)	$	J	7000000	Acquired	2013-08-12	Common Stock (7000000)	Direct

Footnotes

F1: On August 10, 2011, the reporting person entered into a prepaid variable forward sale contract with an unaffiliated third party buyer. This contract obligates the reporting person to deliver to the buyer up to 7,000,000 shares of PulteGroup, Inc. ("PHM") common stock (or, at the reporting person's election, an equivalent amount of cash based on the market price of PHM common stock at that time) ratably over a seven-day period consisting of August 12, 13, 14, 15, 16, 19 and 20, 2013 (each, a "Maturity Date"). In exchange for assuming this obligation, the reporting person received a cash payment of $28,736,045.80. The reporting person pledged 7,000,000 shares of PHM common stock (the "Pledged Shares") to secure his obligations under the contract, and retained voting rights in the Pledged Shares during the term of the pledge.

F2: The contract provided that the number of shares of PHM common stock to be delivered to the buyer with respect to each Maturity Date is to be determined as follows: (a) if the closing price of PHM common stock on such Maturity Date (the "Settlement Price") is less than or equal to $5.2162 (the "Floor Price"), the reporting person will deliver to the buyer 1,000,000 shares of PHM common stock (i.e., the ratable portion of the Pledged Shares to be delivered with respect to each Maturity Date); (b) if the Settlement Price is greater than the Floor Price and less than or equal to $7.8243, the reporting person will deliver to the buyer a number of shares of PHM common stock equal to 1,000,000 shares

F3: of PHM Common Stock multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, the reporting person will deliver to the buyer the number of shares of PHM common stock equal to 1,000,000 shares multiplied by a fraction, the numerator of which is the Floor Price plus the excess of the Settlement Price over the Cap Price,, and the denominator of which is the Settlement Price.