Taylor Morrison Home Corp — Director's Dealing 2013

Apr 10, 2013

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Taylor Morrison Home Corp (TMHC)
CIK: 0001562476
Period of Report: 2013-04-10

Reporting Person: TPG Group Holdings (SBS) Advisors, Inc. (10% Owner)
Reporting Person: BONDERMAN DAVID (Former 10% Owner)
Reporting Person: COULTER JAMES G (Former 10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Partnership Units and Class B Common Stock	$		Class A Common Stock (54881984)		Indirect
Put/Call Option (right/obligation to sell)	$20.68		Class A Common Stock (9143461)		Indirect

Footnotes

F1: TPG TMM Holdings II, L.P. ("TPG TMM Holdings") holds an aggregate of 54,881,984 common partnership units (the "New TMM Units") of TMM Holdings II Limited Partnership ("New TMM") and 54,881,984 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, TPG 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.

F2: Pursuant to the terms of a Put/Call Agreement dated as of April 9, 2013, TPG TMM Holdings has the option to require the Issuer to purchase, and the Issuer has the right to require TPG TMM Holdings to sell, in each case exercisable at any time on or after April 15, 2013 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, in the event the underwriters of the Issuer's initial public offering purchase Class A Shares pursuant to the over-allotment option granted to them by the Issuer, TPG TMM Holdings will have the option to require the Issuer to purchase, and the Issuer will have the right to require TPG TMM Holdings to sell, up to an additional 2,142,900 Class B Shares together with a corresponding number of New TMM Units at $20.68 per share.

F3: David Bonderman and James G. Coulter are directors, officers and sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole shareholder of TPG Holdings III-A, Inc., which is the general partner of TPG Holdings III-A, L.P., which is the general partner of TPG Holdings III, L.P., which is the sole shareholder of TPG GenPar VI AIV TM Advisors, Inc., which is the general partner TPG GenPar VI AIV TM, L.P., which is the general partner of TPG TM IV-A, L.P., which is the sole member of TPG TM IV, SRL, which is the sole member of TPG TM III-2, SRL, which is the sole shareholder of TPG TMM Holdings II GP, ULC, which is the general partner of the TPG TMM Holdings.

F4: Because of the relationship between the Reporting Persons and TPG TMM Holdings, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG TMM Holdings. Each Reporting Person and TPG TMM Holdings disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG TMM Holdings' pecuniary interest therein, if any.

F5: Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.