4//SEC Filing
DOYLE BRIAN W 4
Accession 0001209191-20-007244
CIK 0001095996other
Filed
Feb 5, 7:00 PM ET
Accepted
Feb 6, 5:45 PM ET
Size
13.6 KB
Accession
0001209191-20-007244
Insider Transaction Report
Form 4
DOYLE BRIAN W
SEE REMARKS
Transactions
- Disposition to Issuer
CLASS A COMMON STOCK
2020-02-06−67,329→ 47,114 total - Disposition to Issuer
CLASS A COMMON STOCK
2020-02-06−122,495→ 114,443 total - Disposition to Issuer
CLASS A COMMON STOCK
2020-02-06−47,114→ 0 total - Disposition to Issuer
STOCK OPTION (RIGHT TO BUY)
2020-02-06−77,819→ 0 totalExercise: $8.66Exp: 2022-09-30→ CLASS A COMMON STOCK (77,819 underlying)
Footnotes (4)
- [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 restricted shares of Company Class A common stock. Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding award of restricted shares of Company Class A common stock (each, a "Company Restricted Stock Award") was automatically substituted and converted into an award of a number of whole restricted 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 Restricted Stock Award immediately prior to the Effective Time by (ii) the sum (the "Equity Award Exchange Ratio") of (x) 0.8000 and (y) the quotient obtained by dividing $2.50 by the volume weighted average per-share price of TM stock during the ten full trading days ending on (and including) the trading day immediately preceding the Effective Time.
- [F3]Represents performance stock units awards of the Company. Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding performance stock unit award of the Company (each, a "Company PSU") was substituted and converted into a restricted stock unit award to be settled in a number of whole shares of TM common stock (rounded to the nearest whole share) equal to the product obtained by multiplying (i) the number of shares of Company Class A common stock underlying such Company PSU immediately prior to the Effective Time by (ii) the Equity Award Exchange Ratio.
- [F4]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 Equity Award Exchange Ratio, at an exercise price equal to the quotient obtained by dividing (i) the exercise price of such Company Option immediately prior to the Effective Time by (ii) the Equity Award Exchange Ratio (rounded up to the nearest cent).
Documents
Issuer
WILLIAM LYON HOMES
CIK 0001095996
Entity typeother
Related Parties
1- filerCIK 0001575400
Filing Metadata
- Form type
- 4
- Filed
- Feb 5, 7:00 PM ET
- Accepted
- Feb 6, 5:45 PM ET
- Size
- 13.6 KB