Taylor Morrison Home Corp — Director's Dealing 2020

Feb 11, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Taylor Morrison Home Corp (TMHC)
CIK: 0001562476
Period of Report: 2020-02-06

Reporting Person: LYON WILLIAM H (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-06	Common Stock	A	187373	—	Acquired	187373	Direct
2020-02-06	Common Stock	A	49443	—	Acquired	236816	Direct
2020-02-06	Common Stock	A	26306	—	Acquired	263122	Direct
2020-02-06	Common Stock	A	3853915	—	Acquired	3853915	Indirect
2020-02-06	Common Stock	A	2346	—	Acquired	2346	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-06	Common Stock Warrant (Right to buy)	$19.12	A	1704205	Acquired	2022-02-24	Common Stock (1704205)	Indirect
2020-02-06	Employee Stock Option (Right to buy)	$28.91	A	107208	Acquired	2025-04-01	Common Stock (107208)	Direct

Footnotes

F1: On February 6, 2020, pursuant to that certain Agreement and Plan of Merger dated November 5, 2019 (the "Merger Agreement") among Taylor Morrison Home Corporation (the "Issuer"), Tower Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and William Lyon Homes, Merger Sub merged with and into William Lyon Homes (the "Merger"), with William Lyon Homes surviving as a wholly owned subsidiary of the Issuer. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each outstanding share of Class A common stock and Class B common stock of William Lyon Homes (other than certain excluded shares as described in the Merger Agreement) was automatically converted into the right to receive (A) 0.8000 fully paid and non-assessable shares of the Issuer's common stock, having a market value of approximately $21.86 on the date prior to the effective date of the Merger, and (B) $2.50 in cash, without interest.

F2: Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding award of restricted shares of William Lyon Homes Class A common stock (each, a "WLH Restricted Stock Award") was automatically substituted and converted into an award of a number of whole restricted shares of the Issuer's common stock (rounded to the nearest whole share) equal to the product obtained by multiplying (i) the number of shares of William Lyon Homes Class A common stock subject to such WLH Restricted Stock Award immediately prior to the Effective Time by (ii) the sum (the "Equity Award Exchange Ratio") of (x) 0.8000 and (y) the quotient obtained by dividing $2.50 by the volume weighted average per-share price of the Issuer's common stock during the ten full trading days ending on (and including) the trading day immediately preceding the Effective Time. (continued on footnote 3)

F3: (continued from footnote 2) The original terms and conditions, including the vesting schedule, continue to apply to the converted WLH Restricted Stock Award, subject to "double trigger" accelerated vesting if the Reporting Person is either involuntarily terminated or constructively terminated following the Merger.

F4: Represents restricted stock units of the Company. Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding performance stock unit award of William Lyon Homes (each, a "WLH PSU") was substituted and converted into a restricted stock award to be settled in a number of whole shares of the Issuer's common stock (rounded to the nearest whole share) equal to the product obtained by multiplying (i) the number of shares of William Lyon Homes Class A common stock underlying such WLH PSU immediately prior to the Effective time by (ii) the Equity Award Exchange Ratio. The original terms and conditions, including the vesting schedule, continue to apply to the converted WLH PSU, subject to "double trigger" accelerated vesting if the Reporting Person is either involuntarily terminated or constructively terminated following the Merger.

F5: Held by the William Harwell Lyon Separate Property Trust established July 28, 2000 of which the Reporting Person is trustee.

F6: Held by Lyon Shareholder 2012, LLC ("Lyon LLC"). The member of Lyon LLC are the William Harwell Lyon Separate Property Trust established July 28, 2000 (the "Lyon Separate Property Trust"), the Lyon Shareholder 2012 Irrevocable Trust No. 1 established December 24, 2012, and the Lyon Shareholder 2012 Irrevocable Trust No. 2 established December 24, 2012 (collectively, the "Lyon Trusts"). The Reporting Person is the manager of Lyon LLC and the trustee of the Lyon Trusts, and in such capacities, has voting and investment power with respect to securities held by Lyon LLC. The Reporting Person is also the beneficiary of each of the Lyon Trusts.

F7: Pursuant to the terms of the Merger Agreement, at the Effective Time, the warrant held by Lyon LLC related to shares of William Lyon Homes Class B common stock (the "Class B Warrant") was substituted and converted into a warrant to purchase a number of whole shares of the Issuer's common stock (rounded down to the nearest whole share) equal to the product obtained by multiplying (i) the number of shares of William Lyon Homes Class B common stock subject to such Class B Warrant immediately prior to the Effective Time by (ii) the Equity Award Exchange Ratio. The warrant has an exercise price equal to the quotient obtained by dividing (i) the exercise price of the Class B Warrant immediately prior to the Effective Time by (ii) the Equity Award Exchange Ratio (rounded up to the nearest cent).

F8: Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding and unexercised stock option of William Lyon Homes (each, a "WLH Option") was substituted and converted into an option to purchase a number of whole shares of the Issuer's common stock (rounded down to the nearest whole share) equal to the product obtained by multiplying (i) the number of shares of William Lyon Homes Class A common stock subject to such WLH Option immediately prior to the Effective Time by (ii) the Equity Award Exchange Ratio. The exercise price per option to purchase the Issuer's common stock will be equal to the quotient obtained by dividing (i) the exercise price per William Lyon Homes Class A common stock underlying such WLH Option immediately prior to the effective time by (ii) the Equity Award Exchange Ratio. (continued on footnote 9)

F9: (continued from footnote 8) The original terms and conditions, including the vesting schedule, continue to apply to the converted WLH Option, subject to "double trigger" accelerated vesting if the Reporting Person is either involuntarily terminated or constructively terminated following the Merger.