4//SEC Filing
TPG Advisors VI, Inc. 4
Accession 0000903423-18-000531
CIK 0000039677other
Filed
Oct 3, 8:00 PM ET
Accepted
Oct 4, 5:21 PM ET
Size
11.0 KB
Accession
0000903423-18-000531
Insider Transaction Report
Form 4
AV Homes, Inc.AVHI
BONDERMAN DAVID
10% Owner
Transactions
- Disposition from Tender
Common Stock
2018-10-02−9,215,017→ 0 total(indirect: See Explanation of Responses)
COULTER JAMES G
10% Owner
Transactions
- Disposition from Tender
Common Stock
2018-10-02−9,215,017→ 0 total(indirect: See Explanation of Responses)
TPG Advisors VI, Inc.
10% Owner
Transactions
- Disposition from Tender
Common Stock
2018-10-02−9,215,017→ 0 total(indirect: See Explanation of Responses)
Footnotes (4)
- [F1]David Bonderman and James G. Coulter are 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 held shares of Common Stock, par value $1.00 per share ("Common Stock"), of AV Homes, Inc. (the "Issuer") 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]TPG Aviator disposed of the shares of Common Stock reported herein on October 2, 2018 pursuant to the Agreement and Plan of Merger, dated as of June 7, 2018 (the "Merger Agreement"), by and among the Issuer, Taylor Morrison Home Corporation ("TM Homes"), a wholly owned indirect subsidiary of TM Homes ("Merger Sub") and certain other parties thereto, whereby Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and an indirect subsidiary of TM Homes. In connection with the Merger, each share of Common Stock held by TPG Aviator was converted into the right to receive 0.8908 shares of Common Stock of TM Homes and $1.94 in cash.
- [F3]Because of the Reporting Persons' respective relationships to TPG Aviator, the Reporting Persons may have been deemed to have beneficially owned 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.
Documents
Issuer
AV Homes, Inc.
CIK 0000039677
Entity typeother
Related Parties
1- filerCIK 0001433038
Filing Metadata
- Form type
- 4
- Filed
- Oct 3, 8:00 PM ET
- Accepted
- Oct 4, 5:21 PM ET
- Size
- 11.0 KB