Taylor Morrison Home Corp — Director's Dealing 2017

Nov 16, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Taylor Morrison Home Corp (TMHC)
CIK: 0001562476
Period of Report: 2017-11-13

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
2017-11-13	Common Partnership Units and Class B Common Stock	$	J	5000000	Disposed		Class A Common Stock (5000000)	Indirect

Footnotes

F1: OCM TMM Holdings II, L.P. ("OCM TMM Holdings") holds an aggregate of 18,147,847 common partnership units (the "New TMM Units") of TMM Holdings II Limited Partnership ("New TMM") and 18,147,847 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: Represents the sale of New TMM Units and Class B common stock by OCM TMM Holdings to the Issuer pursuant to the Purchase Agreement, dated November 8, 2017, by and among the Issuer and certain stockholders named therein, as approved by the board of directors.

F3: 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.

F4: 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.

F5: The members of Oaktree Capital Group Holdings GP, LLC are Howard Marks, Bruce Karsh, Jay Wintrob, John Frank 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.

F6: The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.