Tri Pointe Homes, Inc. — Director's Dealing 2013

Feb 20, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRI Pointe Homes, Inc. (TPH)
CIK: 0001561680
Period of Report: 2013-02-14

Reporting Person: STERNLICHT BARRY S (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-14	Common Stock	J	297764	—	Disposed	11985905	Indirect

Footnotes

F1: The number of shares of common stock owned by the reporting person as a result of the conversion of TRI Pointe Homes, Inc. (the "Issuer") was adjusted following the completion of the initial public offering (the "IPO") of the Issuer based upon the average closing price of the shares of common stock of the Issuer on the New York Stock Exchange for the ten trading days following the IPO, pursuant to the terms of the Issuer's Plan of Conversion.

F2: The shares are held by VIII/TPC Holdings, L.L.C. VIII/TPC Holdings, L.L.C. is a wholly-owned subsidiary of a private equity fund that is managed by an owned affiliate of Starwood Capital Group Global, L.P. Mr. Sternlicht is the controlling partner of Starwood Capital Group, and may be deemed to share voting power and investment control over the shares of common stock held by VIII/TPC Holdings, L.L.C. Mr. Sternlicht disclaims beneficial ownership of the shares of common stock held by VIII/TPC Holdings, L.L.C. except to the extent of any pecuniary interest therein.