0000899243-15-005679.txt : 20151001
0000899243-15-005679.hdr.sgml : 20151001
20151001134534
ACCESSION NUMBER: 0000899243-15-005679
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20151001
FILED AS OF DATE: 20151001
DATE AS OF CHANGE: 20151001
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: RYLAND GROUP INC
CENTRAL INDEX KEY: 0000085974
STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531]
IRS NUMBER: 520849948
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3011 TOWNSGATE ROAD
STREET 2: SUITE 200
CITY: WESTLAKE VILLAGE
STATE: CA
ZIP: 91361-3027
BUSINESS PHONE: (805) 367-3800
MAIL ADDRESS:
STREET 1: 3011 TOWNSGATE ROAD
STREET 2: SUITE 200
CITY: WESTLAKE VILLAGE
STATE: CA
ZIP: 91361-3027
FORMER COMPANY:
FORMER CONFORMED NAME: RYAN JAMES P CO
DATE OF NAME CHANGE: 19720414
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SKELLY PETER G
CENTRAL INDEX KEY: 0001383226
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-08029
FILM NUMBER: 151136435
MAIL ADDRESS:
STREET 1: 27013 FENVIEW DRIVE
CITY: BARRINGTON
STATE: IL
ZIP: 60010
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2015-10-01
1
0000085974
RYLAND GROUP INC
RYL
0001383226
SKELLY PETER G
3011 TOWNSGATE ROAD
SUITE 200
WESTLAKE VILLAGE
CA
91361-3027
0
1
0
0
COO
Common Stock, par value $1.00 per share
2015-10-01
4
M
0
2643
A
93388
D
Common Stock, par value $1.00 per share
2015-10-01
4
M
0
5724
A
99112
D
Common Stock, par value $1.00 per share
2015-10-01
4
A
0
15859
A
114971
D
Common Stock, par value $1.00 per share
2015-10-01
4
A
0
18261
A
133232
D
Common Stock, par value $1.00 per share
2015-10-01
4
F
0
21244
40.83
D
119988
D
Common Stock, par value $1.00 per share
2015-10-01
4
D
0
119988
D
0
D
Restricted Stock Units
2015-10-01
4
M
0
2643
D
Common Stock, par value $1.00 per share
2643
0
D
Restricted Stock Units
2015-10-01
4
M
0
5724
D
Common Stock, par value $1.00 per share
5724
0
D
Restricted Stock Units
2015-10-01
4
D
0
10549
D
Common Stock, par value $1.00 per share
10549
0
D
Stock Option
(right to buy)
16.52
2015-10-01
4
D
0
13333
D
2012-03-01
2016-03-01
Common Stock, par value $1.00 per share
13333
0
D
Stock Option
(right to buy)
18.22
2015-10-01
4
D
0
20000
D
2013-03-01
2019-03-01
Common Stock, par value $1.00 per share
20000
0
D
Each restricted stock unit represents a contingent right to receive one share of issuer's common stock and/or the cash value thereof. The restricted stock units vested pursuant to the Amended and Restated Agreement and Plan of Merger by and between The Ryland Group, Inc. and Standard Pacific Corp. dated as of June 14, 2015 (the "merger agreement"). Pursuant to the merger agreement, The Ryland Group, Inc. merged with and into Standard Pacific Corp., with Standard Pacific Corp. continuing as the surviving corporation under the name CalAtlantic Group, Inc. Immediately prior to the effective time of the merger, each restricted stock unit was settled in a share of Ryland common stock, less any applicable tax withholding.
Reflects settlement of long-term incentive plan ("LTIP") awards. The LTIP awards vested (at the target level) pursuant to the merger agreement. Immediately prior to the effective time of the merger, LTIP awards were settled in shares of Ryland common stock, less any applicable tax withholding.
Disposed of pursuant to the merger agreement. At the effective time of the merger, each share of Ryland common stock issued and outstanding immediately prior to the effective time of the merger was converted into and became exchangeable for 1.0191 validly issued, fully paid and non-assessable shares of common stock of CalAtlantic Group, Inc.
Disposed of pursuant to the merger agreement. At the effective time of the merger, each restricted stock unit was converted into and became exchangeable for a restricted stock unit of CalAtlantic Group, Inc., on the same terms and conditions (subject to certain modifications) as were applicable under such restricted stock unit as of immediately prior to the merger. The number of shares of CalAtlantic Group, Inc. common stock underlying each converted Ryland restricted stock unit was determined by multiplying the number of shares of Ryland common stock subject to such restricted stock unit immediately prior to the completion of the merger by the exchange ratio of 1.0191, and rounding down to the nearest whole share.
Pursuant to the merger agreement, each option to purchase shares of Ryland common stock was converted into an option to acquire shares of CalAtlantic Group, Inc. common stock on the same terms and conditions as were applicable under such option as of immediately prior to the merger. The number of shares of CalAtlantic Group, Inc. common stock underlying each converted Ryland option was determined by multiplying the number of shares of Ryland common stock subject to such option immediately prior to the completion of the merger by the exchange ratio of 1.0191, and rounding down to the nearest whole share.
/s/ Timothy J. Geckle, as Attorney-in-Fact for Peter G. Skelly
2015-10-01