Statement of Changes in Beneficial Ownership (4)
06 Fevereiro 2020 - 7:41PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
ZAIST MATTHEW R |
2. Issuer Name and Ticker or Trading Symbol
WILLIAM LYON HOMES
[
WLH
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CEO |
(Last)
(First)
(Middle)
C/O WILLIAM LYON HOMES, 4695 MACARTHUR COURT, 8TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/6/2020 |
(Street)
NEWPORT BEACH, CA 92660
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security (Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. Code (Instr. 8)
|
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
|
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
|
7. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
CLASS A COMMON STOCK | 2/6/2020 | | D | | 507123 (1) | D | (1) | 0 | D | |
CLASS A COMMON STOCK | 2/6/2020 | | D | | 161516 (1) | D | (1) | 0 | I | BY LLC (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
STOCK OPTION (RIGHT TO BUY) | $8.6625 | 2/6/2020 | | D | | | 120000 | (3) | 9/30/2022 | CLASS A COMMON STOCK | 120000 | (3) | 0 | D | |
Explanation of Responses: |
(1) | On February 6, 2020, pursuant to that certain Agreement and Plan of Merger dated November 5, 2019 (the "Merger Agreement") among William Lyon Homes (the "Company"), Taylor Morrison Home Corporation ("TM") and Tower Merger Sub, Inc., a wholly owned subsidiary of TM ("Merger Sub"), Merger Sub merged with and into the Company (the "Merger"), with the Company surviving as a wholly owned subsidiary of TM. Pursuant to the Merger Agreement, at the effective time of the merger (the "Effective Time"), each outstanding share of Company Class A common stock and Class B common stock of the Company (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 TM 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. |
(2) | Represents securities held by a limited liability company of which the Reporting Person is a manager, and in which the Reporting Person's trust holds a controlling interest. |
(3) | Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding and unexercised stock option of the Company (each, a "Company Option") was substituted and converted into an option to purchase a number of whole shares of TM common stock (rounded down to the nearest whole share) equal to the product obtained by multiplying (i) the number of shares of Company Class A common stock subject to such Company Option immediately prior to the Effective Time by (ii) the sum of (x) 0.8000 and (y) the quotient obtained by dividing $2.50 by the volume weighted average per-share price of Taylor Morrison Shares during the ten full trading days ending on (and including) the trading day immediately preceding the Effective Time. |
Reporting Owners
|
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
ZAIST MATTHEW R C/O WILLIAM LYON HOMES 4695 MACARTHUR COURT, 8TH FLOOR NEWPORT BEACH, CA 92660 | X |
| President & CEO |
|
Signatures
|
/s/Jason R. Liljestrom, Attorney-in-Fact for Matthew R. Zaist | | 2/6/2020 |
**Signature of Reporting Person | Date |
William Lyon Homes (NYSE:WLH)
Gráfico Histórico do Ativo
De Nov 2024 até Dez 2024
William Lyon Homes (NYSE:WLH)
Gráfico Histórico do Ativo
De Dez 2023 até Dez 2024
Notícias em tempo-real sobre William Lyon Homes da New York Stock Exchange bolsa de valores: 0 artigos recentes
Mais Notícias de William Lyon Homes