4/A//SEC Filing
RYLAND GROUP INC 4/A
Accession 0000899243-15-006363
CIK 0000085974operating
Filed
Oct 4, 8:00 PM ET
Accepted
Oct 5, 7:42 PM ET
Size
26.9 KB
Accession
0000899243-15-006363
Insider Transaction Report
Form 4/AAmended
SKELLY PETER G
Senior Vice President
Transactions
- Exercise/Conversion
Common Stock, par value $1.00 per share
2015-10-01+2,643→ 93,388 total - Award
Common Stock, par value $1.00 per share
2015-10-01+15,859→ 114,971 total - Tax Payment
Common Stock, par value $1.00 per share
2015-10-01$40.83/sh−21,244$867,393→ 111,988 total - Exercise/Conversion
Restricted Stock Units
2015-10-01−2,643→ 0 total→ Common Stock, par value $1.00 per share (2,643 underlying) - Disposition to Issuer
Restricted Stock Units
2015-10-01−10,549→ 0 total→ Common Stock, par value $1.00 per share (10,549 underlying) - Disposition to Issuer
Stock Option (right to buy)
2015-10-01−20,000→ 0 totalExercise: $18.22From: 2013-03-01Exp: 2019-03-01→ Common Stock, par value $1.00 per share (20,000 underlying) - Exercise/Conversion
Common Stock, par value $1.00 per share
2015-10-01+5,724→ 99,112 total - Award
Common Stock, par value $1.00 per share
2015-10-01+18,261→ 133,232 total - Disposition to Issuer
Common Stock, par value $1.00 per share
2015-10-01−111,988→ 0 total - Exercise/Conversion
Restricted Stock Units
2015-10-01−5,724→ 0 total→ Common Stock, par value $1.00 per share (5,724 underlying) - Disposition to Issuer
Stock Option (right to buy)
2015-10-01−13,333→ 0 totalExercise: $16.52From: 2012-03-01Exp: 2016-03-01→ Common Stock, par value $1.00 per share (13,333 underlying)
Footnotes (6)
- [F1]Each restricted stock unit represents a contingent right to receive one share of issuer's common stock and/or the cash value thereof. The restricted stock units vested pursuant to the Amended and Restated Agreement and Plan of Merger by and between The Ryland Group, Inc. and Standard Pacific Corp. dated as of June 14, 2015 (the "merger agreement"). Pursuant to the merger agreement, The Ryland Group, Inc. merged with and into Standard Pacific Corp., with Standard Pacific Corp. continuing as the surviving corporation under the name CalAtlantic Group, Inc. Immediately prior to the effective time of the merger, each restricted stock unit was settled in a share of Ryland common stock, less any applicable tax withholding.
- [F2]Reflects settlement of long-term incentive plan ("LTIP") awards. The LTIP awards vested (at the target level) pursuant to the merger agreement. Immediately prior to the effective time of the merger, LTIP awards were settled in shares of Ryland common stock, less any applicable tax withholding.
- [F3]Balance of 119,988 for Table I Column 4 "Securities Acquired (A) or Disposed Of (D)" and Column 5 "Amount of Securities Beneficially Owned Following Reported Transaction" on Form 4 filed 10/01/2015 was not correct. This amended form reflects correct balance of 111,988. The incorrect balance was result of data entry mistake.
- [F4]Disposed of pursuant to the merger agreement. At the effective time of the merger, each share of Ryland common stock issued and outstanding immediately prior to the effective time of the merger was converted into and became exchangeable for 1.0191 validly issued, fully paid and non-assessable shares of common stock of CalAtlantic Group, Inc.
- [F5]Disposed of pursuant to the merger agreement. At the effective time of the merger, each restricted stock unit was converted into and became exchangeable for a restricted stock unit of CalAtlantic Group, Inc., on the same terms and conditions (subject to certain modifications) as were applicable under such restricted stock unit as of immediately prior to the merger. The number of shares of CalAtlantic Group, Inc. common stock underlying each converted Ryland restricted stock unit was determined by multiplying the number of shares of Ryland common stock subject to such restricted stock unit immediately prior to the completion of the merger by the exchange ratio of 1.0191, and rounding down to the nearest whole share.
- [F6]Pursuant to the merger agreement, each option to purchase shares of Ryland common stock was converted into an option to acquire shares of CalAtlantic Group, Inc. common stock on the same terms and conditions as were applicable under such option as of immediately prior to the merger. The number of shares of CalAtlantic Group, Inc. common stock underlying each converted Ryland option was determined by multiplying the number of shares of Ryland common stock subject to such option immediately prior to the completion of the merger by the exchange ratio of 1.0191, and rounding down to the nearest whole share.
Documents
Issuer
RYLAND GROUP INC
CIK 0000085974
Entity typeoperating
IncorporatedMD
Related Parties
1- filerCIK 0000085974
Filing Metadata
- Form type
- 4/A
- Filed
- Oct 4, 8:00 PM ET
- Accepted
- Oct 5, 7:42 PM ET
- Size
- 26.9 KB