4//SEC Filing
ZAIST MATTHEW R 4
Accession 0001209191-20-007242
CIK 0001095996other
Filed
Feb 5, 7:00 PM ET
Accepted
Feb 6, 5:40 PM ET
Size
10.8 KB
Accession
0001209191-20-007242
Insider Transaction Report
Form 4
ZAIST MATTHEW R
SEE REMARKS
Transactions
- Disposition to Issuer
CLASS A COMMON STOCK
2020-02-06−507,123→ 0 total - Disposition to Issuer
CLASS A COMMON STOCK
2020-02-06−161,516→ 0 total(indirect: By LLC) - Disposition to Issuer
STOCK OPTION (RIGHT TO BUY)
2020-02-06−120,000→ 0 totalExercise: $8.66Exp: 2022-09-30→ CLASS A COMMON STOCK (120,000 underlying)
Footnotes (3)
- [F1]On February 6, 2020, pursuant to that certain Agreement and Plan of Merger dated November 5, 2019 (the "Merger Agreement") among William Lyon Homes (the "Company"), Taylor Morrison Home Corporation ("TM") and Tower Merger Sub, Inc., a wholly owned subsidiary of TM ("Merger Sub"), Merger Sub merged with and into the Company (the "Merger"), with the Company surviving as a wholly owned subsidiary of TM. Pursuant to the Merger Agreement, at the effective time of the merger (the "Effective Time"), each outstanding share of Company Class A common stock and Class B common stock of the Company (other than certain excluded shares as described in the Merger Agreement) was automatically converted into the right to receive (A) 0.8000 fully paid and non-assessable shares of TM common stock, having a market value of approximately $21.86 on the date prior to the effective date of the Merger, and (B) $2.50 in cash, without interest.
- [F2]Represents securities held by a limited liability company of which the Reporting Person is a manager, and in which the Reporting Person's trust holds a controlling interest.
- [F3]Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding and unexercised stock option of the Company (each, a "Company Option") was substituted and converted into an option to purchase a number of whole shares of TM common stock (rounded down to the nearest whole share) equal to the product obtained by multiplying (i) the number of shares of Company Class A common stock subject to such Company Option immediately prior to the Effective Time by (ii) the sum of (x) 0.8000 and (y) the quotient obtained by dividing $2.50 by the volume weighted average per-share price of Taylor Morrison Shares during the ten full trading days ending on (and including) the trading day immediately preceding the Effective Time.
Documents
Issuer
WILLIAM LYON HOMES
CIK 0001095996
Entity typeother
Related Parties
1- filerCIK 0001575309
Filing Metadata
- Form type
- 4
- Filed
- Feb 5, 7:00 PM ET
- Accepted
- Feb 6, 5:40 PM ET
- Size
- 10.8 KB