0000899243-15-005683.txt : 20151001
0000899243-15-005683.hdr.sgml : 20151001
20151001134824
ACCESSION NUMBER: 0000899243-15-005683
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: MILNE GORDON A
CENTRAL INDEX KEY: 0001214358
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-08029
FILM NUMBER: 151136446
MAIL ADDRESS:
STREET 1: 6020 MACADAM COURT
CITY: AGOURA HILLS
STATE: CA
ZIP: 91301
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2015-10-01
1
0000085974
RYLAND GROUP INC
RYL
0001214358
MILNE GORDON A
3011 TOWNSGATE ROAD
SUITE 200
WESTLAKE VILLAGE
CA
91361-3027
0
1
0
0
Executive Vice President
Common Stock, par value $1.00 per share
2015-10-01
4
M
0
2802
A
134294
D
Common Stock, par value $1.00 per share
2015-10-01
4
M
0
6439
A
140733
D
Common Stock, par value $1.00 per share
2015-10-01
4
M
0
11868
A
152601
D
Common Stock, par value $1.00 per share
2015-10-01
4
A
0
16811
A
169412
D
Common Stock, par value $1.00 per share
2015-10-01
4
A
0
20543
A
189955
D
Common Stock, par value $1.00 per share
2015-10-01
4
A
0
17841
A
207796
D
Common Stock, par value $1.00 per share
2015-10-01
4
F
0
42161
40.83
D
165635
D
Common Stock, par value $1.00 per share
2015-10-01
4
D
0
165635
D
0
D
Restricted Stock Units
2015-10-01
4
M
0
2802
D
Common Stock, par value $1.00 per share
2802
0
D
Restricted Stock Units
2015-10-01
4
M
0
6439
D
Common Stock, par value $1.00 per share
6439
0
D
Restricted Stock Units
2015-10-01
4
M
0
11868
D
Common Stock, par value $1.00 per share
11868
0
D
Stock Option (right to buy)
16.52
2015-10-01
4
D
0
40000
D
2012-03-01
2016-03-01
Common Stock, par value $1.00 per share
40000
0
D
Stock Option (right to buy)
18.22
2015-10-01
4
D
0
50000
D
2013-03-01
2019-03-01
Common Stock, par value $1.00 per share
50000
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.
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 Gordon A. Milne
2015-10-01