Amendment: Chairman, President and CEO Palmer Sheryl was granted 155,368 shares and covered exercise/tax liability with 65,022 shares, increasing direct ownership by 20% to 536,140 units (SEC Form 4)
$TMHC
Homebuilding
Consumer Discretionary
| 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 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Taylor Morrison Home Corp [ TMHC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/26/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 02/27/2024 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 02/26/2024 | A(1)(2) | 155,368 | A | $0 | 601,162 | D | |||
| Common Stock | 02/26/2024 | F | 65,022 | D | $56.21(3) | 536,140 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | (4) | 02/26/2024 | A | 155,368 | (4) | (4) | Common Stock | 155,368 | (4) | 155,368 | D | ||||
| Performance-based restricted stock units | (2) | 02/26/2024 | M | 155,368 | (4) | (4) | Common Stock | 155,368 | (2) | 0 | D | ||||
| Explanation of Responses: |
| 1. This Form 4/A is being filed to correct the number of shares of Common Stock acquired by the reporting person upon the vesting and settlement of performance-based vesting restricted stock units ("PSUs") granted by the Issuer on February 16, 2021, under Issuer's 2013 Omnibus Equity Award Plan, as amended. This amendment is deemed to amend and update the amount of shares of Common Stock reported as beneficially owned by the reporting person on any subsequently filed Form 4 filed through the date hereof. As of the date hereof, the reporting person beneficially owns 408,988 shares of Common Stock directly and 19,211 shares of Common Stock indirectly by the Sheryl D. Palmer Trust, established October 4, 2019, of which the Reporting Person is a trustee and sole beneficiary. |
| 2. Represents the vesting and settlement of PSUs granted by the Issuer on February 16, 2021, 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. |
| 3. Represents shares of Common Stock withheld by the Issuer to cover tax withholding obligations upon the vesting of PSUs. |
| 4. On February 16, 2021, the Reporting Person received a grant of PSUs representing 77,684 shares of the Issuer's Common Stock (at target). 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 2023 tranche, with the number of PSUs earned and issued determined based on achievement of return on net asset performance objectives approved by the Issuer's compensation committee for each year of the performance cycle. The compensation committee determined that the objectives for the fiscal 2023 tranche were achieved at a level resulting in 155,368 PSUs being earned by the Reporting Person on February 26, 2024, subject to satisfaction of the vesting conditions for such grant. |
| /s/ Darrell Sherman, as Attorney-in-Fact | 03/14/2025 | |
| ** 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. | ||