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OCM TMM Holdings II GP, ULC 4

Accession 0000950142-18-000142

CIK 0001562476other
View on SEC.govCompany Profile

Filed

Jan 18, 7:00 PM ET

Accepted

Jan 19, 9:37 PM ET

Size

90.0 KB

Accession

0000950142-18-000142

Insider Transaction Report

Form 4
Period: 2018-01-17
Taylor Morrison Home CorpTMHC
Oaktree Opportunities Fund VIII (Parallel 2), L.P.
10% Owner
Transactions
  • Other

    Common Partnership Units and Class B Common Stock

    2018-01-17$27.14/sh−8,853,462$240,282,959→ 1,875,000 total(indirect: See Explanation of Responses)
    → Class A Common Stock (8,853,462 underlying)
  • Other

    Common Partnership Units and Class B Common Stock

    2018-01-17$27.14/sh−1,875,000$50,887,500→ 0 total(indirect: See Explanation of Responses)
    → Class A Common Stock (1,875,000 underlying)
OCM TMM Holdings II, L.P.
10% Owner
Transactions
  • Other

    Common Partnership Units and Class B Common Stock

    2018-01-17$27.14/sh−1,875,000$50,887,500→ 0 total(indirect: See Explanation of Responses)
    → Class A Common Stock (1,875,000 underlying)
  • Other

    Common Partnership Units and Class B Common Stock

    2018-01-17$27.14/sh−8,853,462$240,282,959→ 1,875,000 total(indirect: See Explanation of Responses)
    → Class A Common Stock (8,853,462 underlying)
Oaktree TM Holdings CTB, Ltd.
10% Owner
Transactions
  • Other

    Common Partnership Units and Class B Common Stock

    2018-01-17$27.14/sh−1,875,000$50,887,500→ 0 total(indirect: See Explanation of Responses)
    → Class A Common Stock (1,875,000 underlying)
  • Other

    Common Partnership Units and Class B Common Stock

    2018-01-17$27.14/sh−8,853,462$240,282,959→ 1,875,000 total(indirect: See Explanation of Responses)
    → Class A Common Stock (8,853,462 underlying)
Oaktree Holdings, Inc.
10% Owner
Transactions
  • Other

    Common Partnership Units and Class B Common Stock

    2018-01-17$27.14/sh−8,853,462$240,282,959→ 1,875,000 total(indirect: See Explanation of Responses)
    → Class A Common Stock (8,853,462 underlying)
  • Other

    Common Partnership Units and Class B Common Stock

    2018-01-17$27.14/sh−1,875,000$50,887,500→ 0 total(indirect: See Explanation of Responses)
    → Class A Common Stock (1,875,000 underlying)
OAKTREE CAPITAL MANAGEMENT LP
10% Owner
Transactions
  • Other

    Common Partnership Units and Class B Common Stock

    2018-01-17$27.14/sh−8,853,462$240,282,959→ 1,875,000 total(indirect: See Explanation of Responses)
    → Class A Common Stock (8,853,462 underlying)
  • Other

    Common Partnership Units and Class B Common Stock

    2018-01-17$27.14/sh−1,875,000$50,887,500→ 0 total(indirect: See Explanation of Responses)
    → Class A Common Stock (1,875,000 underlying)
Oaktree Opportunities Fund VIII, L.P.
10% Owner
Transactions
  • Other

    Common Partnership Units and Class B Common Stock

    2018-01-17$27.14/sh−8,853,462$240,282,959→ 1,875,000 total(indirect: See Explanation of Responses)
    → Class A Common Stock (8,853,462 underlying)
  • Other

    Common Partnership Units and Class B Common Stock

    2018-01-17$27.14/sh−1,875,000$50,887,500→ 0 total(indirect: See Explanation of Responses)
    → Class A Common Stock (1,875,000 underlying)
Oaktree Opportunities Fund VIII (Parallel), L.P.
10% Owner
Transactions
  • Other

    Common Partnership Units and Class B Common Stock

    2018-01-17$27.14/sh−1,875,000$50,887,500→ 0 total(indirect: See Explanation of Responses)
    → Class A Common Stock (1,875,000 underlying)
  • Other

    Common Partnership Units and Class B Common Stock

    2018-01-17$27.14/sh−8,853,462$240,282,959→ 1,875,000 total(indirect: See Explanation of Responses)
    → Class A Common Stock (8,853,462 underlying)
OCM TMM Holdings II GP, ULC
10% Owner
Transactions
  • Other

    Common Partnership Units and Class B Common Stock

    2018-01-17$27.14/sh−1,875,000$50,887,500→ 0 total(indirect: See Explanation of Responses)
    → Class A Common Stock (1,875,000 underlying)
  • Other

    Common Partnership Units and Class B Common Stock

    2018-01-17$27.14/sh−8,853,462$240,282,959→ 1,875,000 total(indirect: See Explanation of Responses)
    → Class A Common Stock (8,853,462 underlying)
OCM TMM Holdings LP, Inc.
10% Owner
Transactions
  • Other

    Common Partnership Units and Class B Common Stock

    2018-01-17$27.14/sh−8,853,462$240,282,959→ 1,875,000 total(indirect: See Explanation of Responses)
    → Class A Common Stock (8,853,462 underlying)
  • Other

    Common Partnership Units and Class B Common Stock

    2018-01-17$27.14/sh−1,875,000$50,887,500→ 0 total(indirect: See Explanation of Responses)
    → Class A Common Stock (1,875,000 underlying)
Oaktree Opportunities Fund VIII GP, L.P.
10% Owner
Transactions
  • Other

    Common Partnership Units and Class B Common Stock

    2018-01-17$27.14/sh−8,853,462$240,282,959→ 1,875,000 total(indirect: See Explanation of Responses)
    → Class A Common Stock (8,853,462 underlying)
  • Other

    Common Partnership Units and Class B Common Stock

    2018-01-17$27.14/sh−1,875,000$50,887,500→ 0 total(indirect: See Explanation of Responses)
    → Class A Common Stock (1,875,000 underlying)
Footnotes (7)
  • [F1]OCM TMM Holdings II, L.P. ("OCM TMM Holdings") no longer holds any common partnership units (the "New TMM Units") of TMM Holdings II Limited Partnership ("New TMM") or any shares of Class B Common Stock (the "Class B Shares") of Taylor Morrison Home Corporation (the "Issuer"). Pursuant to the terms of the Exchange Agreement dated as of April 9, 2013, New TMM Units (along with an equal number of Class B Shares) may be exchanged at any time for shares of Class A Common Stock (the "Class A Shares") of the Issuer on a one-for-one basis.
  • [F2]Represents the sale of New TMM Units and Class B common stock by OCM TMM Holdings to the Issuer pursuant to the Purchase Agreement, dated January 11, 2018, by and among the Issuer and certain stockholders named therein, as approved by the board of directors of the Issuer.
  • [F3]The general partner of OCM TMM Holdings is OCM TMM Holdings II GP, ULC. The sole shareholder of OCM TMM Holdings II GP, ULC is OCM TMM Holdings LP, Inc. The sole shareholder of OCM TMM Holdings LP, Inc. is Oaktree TM Holdings CTB, Ltd. The sole director of Oaktree TM Holdings CTB, Ltd. is Oaktree Capital Management, L.P., and the shareholders of Oaktree TM Holdings CTB, Ltd. controlling a majority of the vote are Oaktree Opportunities Fund VIII, L.P., Oaktree Opportunities Fund VIII (Parallel), L.P. and Oaktree Opportunities Fund VIII (Parallel 2), L.P., with the remaining shareholders being Oaktree Huntington Investment Fund, L.P., Oaktree FF Investment Fund, L.P., Oaktree Real Estate Opportunities Fund V, L.P. and Oaktree Remington Investment Fund, L.P. The general partner of Oaktree Capital Management, L.P. is Oaktree Holdings, Inc.
  • [F4]The general partner of each of Oaktree Opportunities Fund VIII, L.P., Oaktree Opportunities Fund VIII (Parallel), L.P. and Oaktree Opportunities Fund VIII (Parallel 2), L.P. is Oaktree Opportunities Fund VIII GP, L.P. The general partner of Oaktree Opportunities Fund VIII GP, L.P. is Oaktree Opportunities Fund VIII GP Ltd. The sole director of Oaktree Opportunities Fund VIII GP Ltd. is Oaktree Capital Management, L.P., and the sole shareholder of Oaktree Opportunities Fund VIII GP Ltd. is Oaktree Fund GP I, L.P. The general partner of Oaktree Fund GP I, L.P. is Oaktree Capital I, L.P. The general partner of Oaktree Capital I, L.P. is OCM Holdings I, LLC. The managing member of OCM Holdings I, LLC is Oaktree Holdings, LLC. The sole shareholder of Oaktree Holdings, Inc. and the managing member of Oaktree Holdings, LLC is Oaktree Capital Group, LLC. The duly elected manager of Oaktree Capital Group, LLC is Oaktree Capital Group Holdings GP, LLC.
  • [F5]The members of Oaktree Capital Group Holdings GP, LLC are Howard Marks, Bruce Karsh, Jay Wintrob, John Frank and Sheldon Stone, who, by virtue of their membership interests in Oaktree Capital Group Holdings GP, LLC, may be deemed to share voting and dispositive power with respect to the Class B shares held by OCM TMM Holdings. Each of the directors, shareholders, general partners, managing members and member described above disclaims beneficial ownership of any new TMM units and shares of Class B common stock owned beneficially or of record by OCM TMM Holdings except to the extent of any indirect pecuniary interest therein, and the inclusion of these securities in this Form 4 shall not be deemed an admission that any such person has beneficial ownership of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
  • [F6]The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.
  • [F7]Represents the sale of New TMM Units and Class B common stock by OCM TMM Holdings to the Issuer pursuant to the Purchase Agreement, dated January 11, 2018, by and among the Issuer and certain stockholders named therein, as approved by the board of directors of the Issuer.

Documents

2 files

Issuer

Taylor Morrison Home Corp

CIK 0001562476

→
Entity typeother
IncorporatedBritish Columbia, Canada

Related Parties

1
  • filerCIK 0001574145

Filing Metadata

Form type
4
Filed
Jan 18, 7:00 PM ET
Accepted
Jan 19, 9:37 PM ET
Size
90.0 KB
View on SEC.gov