AV Homes, Inc. 4
4 · AV Homes, Inc. · Filed Sep 19, 2013
Insider Transaction Report
Form 4
AV Homes, Inc.AVHI
TPG Advisors VI, Inc.
10% Owner
Transactions
- Conversion
Common Stock
2013-09-18+6,657,543→ 9,215,017 total(indirect: See Explanation of Responses) - Conversion
Series A Convertible Preferred Stock
2013-09-18−665,754.3→ 0 total(indirect: See Explanation of Responses)→ Common Stock (6,657,543 underlying)
Footnotes (4)
- [F1]David Bonderman and James G. Coulter are officers and sole shareholders of TPG Advisors VI, Inc. ("Advisors VI" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Aviator, L.P. ("TPG Aviator"), which directly holds the shares of Common Stock, par value $1.00 per share ("Common Stock"), of AV Homes, Inc. (the "Issuer") reported herein (the "Shares").
- [F2]On September 18, 2013, the stockholders of the Issuer voted to approve the right to convert, at the option of the holder or the Issuer, shares of Series A Contingent Convertible Cumulative Redeemable Preferred Stock (the "Series A Convertible Preferred Stock") into shares of Common Stock. On September 18, 2013, the Issuer elected to convert each of the 665,754.3 shares of Series A Convertible Preferred Stock held by TPG Aviator into shares of Common Stock at a conversion ratio equal to ten shares of Common Stock per share of Series A Convertible Preferred Stock.
- [F3]Because of the Reporting Persons' respective relationships to TPG Aviator, the Reporting Persons may be deemed to beneficially own the Shares to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Aviator. Each Reporting Person disclaims beneficial ownership of the Shares, except to the extent of such Reporting Person's pecuniary interest therein, if any.
- [F4]Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any Shares beneficially owned in excess of their respective pecuniary interests.