FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Taylor Morrison Home Corp [ TMHC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 02/20/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 02/20/2023 | A(1) | 28,976 | A | $0 | 85,333 | D | |||
Common Stock | 02/20/2023 | F | 10,671 | D | $35.85(2) | 74,662 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Performance-based restricted stock units | (3) | 02/20/2023 | A | 28,976 | (3) | (3) | Common Stock | 28,976 | (3) | 28,976 | D | ||||
Performance-based restricted stock units | (1) | 02/20/2023 | M | 28,976 | (3) | (3) | Common Stock | 28,976 | (1) | 0 | D |
Explanation of Responses: |
1. Represents the vesting and settlement of performance-based vesting restricted stock units ("PSUs") granted by the Issuer on February 10, 2020, under Issuer's 2013 Omnibus Equity Award Plan, as amended. Upon vesting, each PSU is settled in a share of the Issuer's Common Stock. |
2. Represents shares of Common Stock withheld by the Issuer to cover tax withholding obligations upon the vesting of PSUs. |
3. On February 10, 2020, the Reporting Person received a grant of PSUs representing 28,976 shares of the Issuer's Common Stock (at target), half of which vest based on the Issuer's earnings before taxes ("EBT") and a relative total shareholder return modifier, and half of which vest based on the Company's EBT margin and a relative total shareholder return modifier. The PSUs cliff vest at the end of a three year performance cycle, generally subject to the Reporting Person's continued employment through the date the compensation committee determines and certifies the applicable level of performance achieved for the fiscal 2022 tranche. The compensation committee determined that the objectives for the fiscal 2022 tranche were achieved at a level resulting in 28,976 PSUs being earned by the Reporting Person on February 20, 2023, subject to satisfaction of the vesting conditions for such grant. |
/s/ Darrell Sherman, as Attorney-in-Fact | 02/22/2023 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |