4//SEC Filing
PULTE WILLIAM J 4
Accession 0001209191-10-023671
CIK 0000822416other
Filed
Apr 25, 8:00 PM ET
Accepted
Apr 26, 5:25 PM ET
Size
11.2 KB
Accession
0001209191-10-023671
Insider Transaction Report
Form 4
PULTE WILLIAM J
DirectorChairman of the Board10% Owner
Transactions
- OtherSwap
Forward sale contract (obligation to sell)
2010-04-22+4,750,000→ 4,750,000 totalFrom: 2012-04-23Exp: 2012-04-23→ Common Stock (4,750,000 underlying) - OtherSwap
Forward sale contract (obligation to sell)
2010-04-22−4,750,000→ 4,750,000 totalFrom: 2010-06-09Exp: 2010-06-09→ Common Stock (4,750,000 underlying)
Footnotes (4)
- [F1]On April 22, 2010, the reporting person amended a prepaid variable forward sale contract that was entered into on February 9, 2009, with an unaffiliated third party buyer (the "Buyer"). The contract, as originally executed, obligated the reporting person to deliver to the Buyer up to 4,750,000 shares of PulteGroup, Inc. ("PHM") common stock (or, at the reporting person's election, an equivalent amount of cash based on the market price of PHM common stock at that time) ratably over a five-day period consisting of June 9, 10, 11, 14 and 15, 2010 (each, a "Maturity Date"). In exchange for assuming this obligation, the reporting person received a cash payment of $42,337,803.30. The reporting person pledged 4,750,000 shares of PHM common stock (the "Pledged Shares") to secure his obligations under the contract, and retained voting and certain dividend rights in the Pledged Shares during the term of the pledge.
- [F2](con't from footnote 1) The number of shares of PHM common stock to be delivered to the Buyer upon the maturity of the contract would be determined as follows: (a) with respect to each Maturity Date, if the closing price of PHM common stock on such Maturity Date (the "Settlement Price") would be less than or equal to $9.1952 (the "Floor Price"), the reporting person would deliver to the Buyer 950,000 shares of PHM common stock (i.e., the ratable portion of the Pledged Shares to be delivered with respect to each Maturity Date); (b) if the Settlement Price would be between the Floor Price and $13.9422 (the "Cap Price"), the reporting person would deliver to the Buyer a number of shares of PHM common stock equal to 950,000 shares multiplied by a fraction, the numerator of which would be the Floor Price and the denominator of which would be the Settlement Price;
- [F3](con't from footnote 2) and (c) if the Settlement Price would be equal to or greater than the Cap Price, the reporting person would deliver to the Buyer the number of shares of PHM common stock equal to 950,000 shares multiplied by a fraction, the numerator of which would be the Floor Price plus the excess of the Settlement Price over the Cap Price, and the denominator of which would be the Settlement Price.
- [F4]The amended contract with the Buyer covers the same number of shares of PHM common stock and is on the same terms, including the pledging of such shares, as the original contract with the Buyer except as follows: (i) the net cash payment in connection with the amendment is zero and the amended prepayment amount is $44,933,886.60; (ii) the "Maturity Dates" are April 23, 24, 25, 26 and 27, 2012; (iii) the "Floor Price" is $11.1047; and (iv) the "Cap Price" is $17.4991.
Documents
Issuer
PULTEGROUP INC/MI/
CIK 0000822416
Entity typeother
Related Parties
1- filerCIK 0001231248
Filing Metadata
- Form type
- 4
- Filed
- Apr 25, 8:00 PM ET
- Accepted
- Apr 26, 5:25 PM ET
- Size
- 11.2 KB