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