LEE DAVID CH 4
4 · Tri Pointe Homes, Inc. · Filed May 14, 2026
Research Summary
AI-generated summary of this filing
Tri Pointe Homes (TPH) General Counsel Lee David Ch Sells 96,864 Shares
What Happened
LEE DAVID CH (General Counsel & Secretary) had company common shares and restricted stock units converted into cash as part of Tri Pointe Homes' merger with Sumitomo Forestry's subsidiary on May 14, 2026. The filing shows a disposition to the issuer of 96,864 shares at $47.00 for $4,552,608; two additional dispositions (15,023 and 18,358 units) are listed with N/A pricing in the table but, per the merger agreement, each share/unit was converted into the merger consideration of $47.00 in cash. Combined, the converted shares/units represent roughly $6.12 million in cash consideration.
Key Details
- Transaction date: 2026-05-14 (Effective time of the Merger)
- Price/consideration: $47.00 per share under the Merger Agreement (96,864 shares shown @ $47.00; 15,023 and 18,358 shown as N/A in the table but covered by merger terms)
- Reported value shown: $4,552,608 for the 96,864-share line; total cash from all converted items ≈ $6,121,515 (aggregate) based on $47/share.
- Transaction code: D (Disposition to the issuer) — this reflects conversion/cancellation under the merger, not an open‑market sale.
- Shares owned after transaction: Company common shares were canceled and converted into cash under the merger (outstanding common shares were converted as described in the filing).
- Footnotes: F1–F3 explain the Merger Agreement treatment — outstanding shares were canceled for $47/share; certain RSUs fully vested and paid out, others were converted to cash‑payable awards on future vesting dates.
- Timeliness: Filing lists the same date as the Effective Time (filed for the 2026-05-14 report), indicating timely reporting of the merger-related dispositions.
Context
This was not a discretionary open-market sale by the insider but a merger-driven conversion of shares and RSUs into cash per the acquisition terms. Such dispositions reflect deal consideration paid to shareholders and RSU holders rather than an insider signaling buy/sell sentiment.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-05-14$47.00/sh−96,864$4,552,608→ 0 total - Disposition to Issuer
Common Stock (Restricted Stock Unit)
[F2]2026-05-14−15,023→ 0 total - Disposition to Issuer
Common Stock (Restricted Stock Unit)
[F3]2026-05-14−18,358→ 0 total
Footnotes (3)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of February 13, 2026 (the "Merger Agreement"), by and among Tri Pointe Homes, Inc. (the "Company"), Sumitomo Forestry Co., Ltd. ("Parent"), and Teton NewCo, Inc. ("Merger Sub"), an indirect wholly owned subsidiary of Parent, on May 14, 2026, Merger Sub merged with and into the Company (the "Merger"), and each share (each, a "Share") of Company common stock (other than certain excluded Shares) issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") was automatically canceled and converted into the right to receive $47.00 in cash, without interest (the "Merger Consideration").
- [F2]At the Effective Time, each outstanding restricted stock unit award (each, a "Company RSU") granted prior to February 2026 or held by a non-employee director was fully vested, canceled and converted, in accordance with the terms of the Merger Agreement, into the right to receive, in respect of each Share subject to such Company RSU, the Merger Consideration in cash, without interest.
- [F3]At the Effective Time, each outstanding Company RSU that is not described in the preceding footnote 2 above was converted into and substituted with, in accordance with the terms of the Merger Agreement, a cash award representing the right to receive, upon each future vesting date for such Company RSU and subject to the time-vesting terms and conditions in the applicable award agreement, an amount in cash in respect of each Share subject to such Company RSU, without interest, equal to the Merger Consideration.