Taylor Morrison Home Corp — Director's Dealing 2013

Apr 15, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Taylor Morrison Home Corp (TMHC)
CIK: 0001562476
Period of Report: 2013-04-12

Reporting Person: OCM TMM Holdings II, L.P. (10% Owner)
Reporting Person: OCM TMM Holdings II GP, ULC (10% Owner)
Reporting Person: OCM TMM Holdings LP, Inc. (10% Owner)
Reporting Person: Oaktree TM Holdings CTB, Ltd. (10% Owner)
Reporting Person: OAKTREE CAPITAL MANAGEMENT LP (10% Owner)
Reporting Person: Oaktree Holdings, Inc. (10% Owner)
Reporting Person: Oaktree Opportunities Fund VIII, L.P. (10% Owner)
Reporting Person: Oaktree Opportunities Fund VIII (Parallel), L.P. (10% Owner)
Reporting Person: Oaktree Opportunities Fund VIII (Parallel 2), L.P. (10% Owner)
Reporting Person: Oaktree Opportunities Fund VIII GP, L.P. (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-04-12	Put/Call Option (right/obligation to sell)	$20.68	S	2142900	Disposed		Class A Common Stock (2142900)	Indirect
2013-04-15	Put/Call Option (right/obligation to sell)	$20.68	X	11286361	Disposed		Class A Common Stock (11286361)	Indirect
2013-04-15	Common Partnership Units and Class B Common Stock	$	X	11286361	Disposed		Class A Common Stock (11286361)	Indirect

Footnotes

F1: OCM TMM Holdings II, L.P. ("OCM TMM Holdings") holds an aggregate of 43,595,623 common partnership units (the "New TMM Units") of TMM Holdings II Limited Partnership ("New TMM") and 43,595,623 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, OCM 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, OCM TMM Holdings had the option to require the Issuer to purchase, and the Issuer had the right to require OCM TMM Holdings to sell, in each case exercisable at any time on or after April 15, 2013 and 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, because the underwriters of the Issuer's initial public offering purchased, on April 12, 2013, Class A Shares pursuant to the over-allotment option granted to them by the Issuer, OCM TMM Holdings had the option to require the Issuer to purchase, and the Issuer had the right to require OCM TMM Holdings to sell, an additional 2,142,900 Class B Shares together with a corresponding number of New TMM Units at $20.68 per share.

F3: On April 15, 2013, the Issuer exercised its right to require OCM TMM Holdings to sell 11,286,361 Class B Shares together with a corresponding number of New TMM Units at $20.68 per share.

F4: The general partner of OCM TMM Holdings is OCM TMM Holdings II GP, ULC. The sole shareholder of OCM TMM Holdings II GP, ULC is OCM TMM Holdings LP, Inc. The sole shareholder of OCM TMM Holdings LP, Inc. is Oaktree TM Holdings CTB, Ltd. The sole director of Oaktree TM Holdings CTB, Ltd. is Oaktree Capital Management, L.P., and the shareholders of Oaktree TM Holdings CTB, Ltd. controlling a majority of the vote are Oaktree Opportunities Fund VIII, L.P., Oaktree Opportunities Fund VIII (Parallel), L.P. and Oaktree Opportunities Fund VIII (Parallel 2), L.P., with the remaining shareholders being Oaktree Huntington Investment Fund, L.P., Oaktree FF Investment Fund, L.P., Oaktree Real Estate Opportunities Fund V, L.P. and Oaktree Remington Investment Fund, L.P. The general partner of Oaktree Capital Management, L.P. is Oaktree Holdings, Inc.

F5: The general partner of each of Oaktree Opportunities Fund VIII, L.P., Oaktree Opportunities Fund VIII (Parallel), L.P. and Oaktree Opportunities Fund VIII (Parallel 2), L.P. is Oaktree Opportunities Fund VIII GP, L.P. The general partner of Oaktree Opportunities Fund VIII GP, L.P. is Oaktree Opportunities Fund VIII GP Ltd. The sole director of Oaktree Opportunities Fund VIII GP Ltd. is Oaktree Capital Management, L.P., and the sole shareholder of Oaktree Opportunities Fund VIII GP Ltd. is Oaktree Fund GP I, L.P. The general partner of Oaktree Fund GP I, L.P. is Oaktree Capital I, L.P. The general partner of Oaktree Capital I, L.P. is OCM Holdings I, LLC. The managing member of OCM Holdings I, LLC is Oaktree Holdings, LLC. The sole shareholder of Oaktree Holdings, Inc. and the managing member of Oaktree Holdings, LLC is Oaktree Capital Group, LLC. The duly elected manager of Oaktree Capital Group, LLC is Oaktree Capital Group Holdings GP, LLC.

F6: The members of Oaktree Capital Group Holdings GP, LLC are Kevin Clayton, John Frank, Stephen Kaplan, Bruce Karsh, Larry Keele, David Kirchheimer, Howard Marks and Sheldon Stone, who, by virtue of their membership interests in Oaktree Capital Group Holdings GP, LLC, may be deemed to share voting and dispositive power with respect to the Class B shares held by OCM TMM Holdings. Each of the directors, shareholders, general partners, managing members and member described above disclaims beneficial ownership of any new TMM units and shares of Class B common stock owned beneficially or of record by OCM TMM Holdings except to the extent of any indirect pecuniary interest therein, and the inclusion of these securities in this Form 4 shall not be deemed an admission that any such person has beneficial ownership of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F7: The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.