Tri Pointe Homes, Inc. — Director's Dealing 2015

Mar 25, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRI Pointe Homes, Inc. (TPH)
CIK: 0001561680
Period of Report: 2015-03-20

Reporting Person: GRUBBS MICHAEL D (CFO and Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-20	Common Stock	S	8017	$15.28	Disposed	127749	Direct
2015-03-20	Common Stock	S	36983	$15.28	Disposed	905865	Indirect
2015-03-20	Common Stock	S	19428	$15.25	Disposed	28200	Indirect
2015-03-23	Common Stock	S	14303	$15.15	Disposed	13897	Indirect
2015-03-24	Common Stock	S	13897	$15.25	Disposed	0	Indirect

Footnotes

F1: The sale of the shares reported in this Form 4 was effected pursuant to a Rule 10b5-1 plan entered into by the reporting person effective March 6, 2015.

F2: The sales price is a weighted average price. The shares were sold in multiple transactions at prices ranging from $15.06 to $15.45, inclusive. The reporting person undertakes to provide TRI Pointe Homes, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

F3: The sale of the shares reported in this Form 4 was effected pursuant to a Rule 10b5-1 plan entered into by BMG Homes, Inc., effective March 6, 2015.

F4: Represents reporting person's pro rata interest in shares of the Issuer sold by BMG Homes, Inc., a corporation in which the reporting person is a minority shareholder.

F5: The sales price is a weighted average price. The shares were sold in multiple transactions at prices ranging from $15.05 to $15.45, inclusive. The reporting person undertakes to provide TRI Pointe Homes, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

F6: The number of shares owned indirectly through BMG Homes, Inc., was previously incorrectly reported as 47,629 in the reporting person's Form 4 due to a rounding error.

F7: The sales price is a weighted average price. The shares were sold in multiple transactions at prices ranging from $15.07 to $15.25, inclusive. The reporting person undertakes to provide TRI Pointe Homes, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

F8: The sales price is a weighted average price. The shares were sold in multiple transactions at prices ranging from $15.00 to $15.38, inclusive. The reporting person undertakes to provide TRI Pointe Homes, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.