4//SEC Filing
PULTE WILLIAM J 4
Accession 0001209191-10-062621
CIK 0000822416other
Filed
Dec 26, 7:00 PM ET
Accepted
Dec 27, 4:12 PM ET
Size
19.8 KB
Accession
0001209191-10-062621
Insider Transaction Report
Form 4
PULTE WILLIAM J
DirectorChairman of the Board10% Owner
Transactions
- OtherSwap
Common Stock
2010-12-22−5,000,000→ 27,222,484 total - OtherSwap
Forward sale contract (obligation to sell)
2010-12-22+9,200,000→ 9,200,000 totalFrom: 2012-01-05Exp: 2012-01-05→ Common Stock (9,200,000 underlying) - OtherSwap
Common Stock
2010-12-22+5,000,000→ 32,222,484 total - OtherSwap
Forward sale contract (obligation to sell)
2010-12-22−5,000,000→ 0 totalFrom: 2010-12-22Exp: 2010-12-22→ Common Stock (5,000,000 underlying)
Holdings
- 3,744.02(indirect: By Spouse)
Units
- 9,129,600(indirect: By Trust)
Common Stock
- 134,606(indirect: By Spouse)
Common Stock
- 58,529.52(indirect: By 401(k))
Units
Footnotes (10)
- [F1]On December 22, 2010, the reporting person settled a prepaid variable forward sale contract that was entered into on December 8, 2008, with an unaffiliated third party buyer, for a price of $37,923,500 payable by the reporting person. The contract obligated the reporting person to deliver to the buyer up to 5,000,000 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) on the maturity date of the contract (December 22, 2010). In exchange for assuming this obligation, the reporting person received a cash payment of $43,292,127. The reporting person pledged 5,000,000 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. (continued in footnote 2)
- [F10]and (c) if the Settlement Price is greater than the Cap Level, the reporting person will deliver to the buyer the number of shares of PHM common stock equal to 9,200,000 shares multiplied by a fraction, the numerator of which is the Floor Level plus the excess of the Settlement Price over the Cap Level, and the denominator of which is the Settlement Price.
- [F2]The contract provided that the number of shares of PHM common stock to be delivered to the buyer on the maturity date would be determined as follows: (a) if the average of the closing prices of PHM common stock on each of the fifteen (15) NYSE trading days ending on and including December 22, 2010 (the "Settlement Price") would be less than or equal to $9.1854 (the "Floor Price"), the reporting person would deliver to the buyer all of the Pledged Shares; (b) if the Settlement Price would be between the Floor Price and $13.7208 (the "Cap Price"), the reporting person would deliver to the buyer a number of shares of PHM common stock equal to 5,000,000 shares multiplied by a fraction, the numerator of which would be the Floor Price and the denominator of which would be the Settlement Price; (continued in footnote 3)
- [F3]and (c) if the Settlement Price would be greater than the Cap Price, the reporting person would deliver to the buyer the number of shares of PHM common stock equal to 5,000,000 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]Reflects distribution of 9,450 shares received from the reporting person 401(k) plan on December 3, 2010.
- [F5]Beneficial ownership of these shares is disclaimed.
- [F6]Beneficial ownership of these shares is disclaimed. Represents units of the PulteGroup, Inc. Stock Fund (the Fund) of the PulteGroup, Inc. 401(k) Plan. The fund consists of cash and Common Stock in amounts that vary from time to time. The reporting person's units represent 8,115 shares of PulteGroup, Inc. Common Stock held in the Fund as of December 22, 2010.
- [F7]Represents units of the PulteGroup, Inc. Stock Fund (the Fund) of the PulteGroup, Inc. 401(k) Plan. The Fund consists of cash and Common Stock in amounts that vary from time to time. The reporting person's units represent 126,865 shares of PulteGroup, Inc. Common Stock held in the Fund as of December 22, 2010.
- [F8]In a separate transaction, also on December 22, 2010, the reporting person entered into another prepaid variable forward sale contract with the same unaffiliated third party buyer. This new contract obligates the reporting person to deliver to the buyer up to 9,200,000 shares of 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) on the third business day following the maturity date of the contract (January 5, 2012). In exchange for assuming this obligation, the reporting person will receive a cash payment of $55,265,158. The reporting person pledged 9,200,000 shares of PHM common stock (the "New Pledged Shares") to secure his obligations under the contract, and retained voting and certain dividend rights in the New Pledged Shares during the term of the pledge. (continued in footnote 9)
- [F9]The number of shares of PHM common stock to be delivered to the buyer on the third business day following the maturity date would be determined as follows: (a) if the average of the closing prices of PHM common stock on each of the twenty (20) NYSE trading days ending on and including January 5, 2012 (the "Settlement Price") is less than or equal to $7.5847 (the "Floor Level"), the reporting person will deliver to the buyer all of the New Pledged Shares; (b) if the Settlement Price is between the Floor Level and $37.9235 (the "Cap Level"), the reporting person will deliver to the buyer a number of shares of PHM common stock equal to 9,200,000 shares multiplied by a fraction, the numerator of which is the Floor Level and the denominator of which is the Settlement Price; (continued in footnote 10)
Documents
Issuer
PULTEGROUP INC/MI/
CIK 0000822416
Entity typeother
Related Parties
1- filerCIK 0001231248
Filing Metadata
- Form type
- 4
- Filed
- Dec 26, 7:00 PM ET
- Accepted
- Dec 27, 4:12 PM ET
- Size
- 19.8 KB