LEE DAVID CH 4

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.