Statement of Changes in Beneficial Ownership (4)
October 04 2018 - 4:23PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
TPG Advisors VI, Inc.
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2. Issuer Name
and
Ticker or Trading Symbol
AV Homes, Inc.
[
AVHI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
Former 10% Owner
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(Last)
(First)
(Middle)
C/O TPG GLOBAL, LLC, 301 COMMERCE STREET SUITE 3300
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/2/2018
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(Street)
FORT WORTH, TX 76102
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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10/2/2018
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U
(2)
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9215017
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D
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(2)
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0
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I
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See Explanation of Responses
(1)
(2)
(3)
(4)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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David Bonderman and James G. Coulter are sole shareholders of TPG Advisors VI, Inc. ("Advisors VI" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Aviator, L.P. ("TPG Aviator"), which directly held shares of Common Stock, par value $1.00 per share ("Common Stock"), of AV Homes, Inc. (the "Issuer") and $20,000,000 aggregate principal amount of the Issuer's 6.00% Senior Convertible Notes due 2020 (the "Notes" and, together with the shares of Common Stock reported herein, the "Securities").
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(2)
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TPG Aviator disposed of the shares of Common Stock reported herein on October 2, 2018 pursuant to the Agreement and Plan of Merger, dated as of June 7, 2018 (the "Merger Agreement"), by and among the Issuer, Taylor Morrison Home Corporation ("TM Homes"), a wholly owned indirect subsidiary of TM Homes ("Merger Sub") and certain other parties thereto, whereby Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and an indirect subsidiary of TM Homes. In connection with the Merger, each share of Common Stock held by TPG Aviator was converted into the right to receive 0.8908 shares of Common Stock of TM Homes and $1.94 in cash.
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(3)
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Because of the Reporting Persons' respective relationships to TPG Aviator, the Reporting Persons may have been deemed to have beneficially owned the Securities to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Aviator. Each Reporting Person disclaims beneficial ownership of the Securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.
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(4)
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Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any Securities beneficially owned in excess of their respective pecuniary interests.
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Remarks:
(5) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.
(6) Bradford Berenson is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated March 13, 2018, which were previously filed with the Securities and Exchange Commission.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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TPG Advisors VI, Inc.
C/O TPG GLOBAL, LLC
301 COMMERCE STREET SUITE 3300
FORT WORTH, TX 76102
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Former 10% Owner
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BONDERMAN DAVID
C/O TPG GLOBAL, LLC
301 COMMERCE STREET SUITE 3300
FORT WORTH, TX 76102
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Former 10% Owner
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COULTER JAMES G
C/O TPG GLOBAL, LLC
301 COMMERCE STREET SUITE 3300
FORT WORTH, TX 76102
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Former 10% Owner
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Signatures
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/s/ Michael LaGatta, Vice President, TPG Advisors VI, Inc. (5)
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10/4/2018
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**
Signature of Reporting Person
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Date
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/s/ Bradford Berenson, on behalf of David Bonderman (5) (6)
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10/4/2018
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**
Signature of Reporting Person
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Date
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/s/ Bradford Berenson, on behalf of James G. Coulter (5) (6)
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10/4/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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