AV Homes, Inc. 4
4 · AV Homes, Inc. · Filed Jun 23, 2015
Insider Transaction Report
Form 4
AV Homes, Inc.AVHI
TPG Advisors VI, Inc.
10% Owner
Transactions
- Purchase
6.00% Senior Convertible Notes due 2020
2015-06-23(indirect: See Explanation of Responses)→ Common Stock (1,004,016 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 and $20,000,000 aggregate principal amount of the Issuer's 6.00% Senior Convertible Notes due 2020 (the "Notes" and, together with the shares of Common Stock reported herein, the "Securities").
- [F2]The aggregate purchase price paid for the Notes was $20,000,000. The Notes are convertible at the option of the holder into shares of Common Stock of the Issuer, at any time from their issuance on June 23, 2015 until they mature on July 1, 2020 (unless repurchased prior to that date), at an initial conversion rate of 50.2008 shares of Common Stock per $1,000 principal amount of Notes. The initial conversion rate is subject to certain adjustments.
- [F3]Because of the Reporting Persons' respective relationships to TPG Aviator, the Reporting Persons may be deemed to beneficially own the Securities 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 Securities, 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 Securities beneficially owned in excess of their respective pecuniary interests.