SEC FORM 4

SEC Form 4

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).

1. Name and Address of Reporting Person^*

WHEAT BILL W

(Last)

(First)

(Middle)

301 COMMERCE STREET

SUITE 500

(Street)

FORT WORTH,

76102

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HORTON D R INC /DE/ [ DHI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/02/2015	03/02/2015	M		12,000	A	$14.5	52,325	D
Common Stock	03/02/2015	03/02/2015	M		12,000	A	$9.03	64,325	D
Common Stock	03/02/2015	03/02/2015	M		20,000	A	$9.97	84,325	D
Common Stock	03/02/2015	03/02/2015	S		32,000	D	$27.3345⁽¹⁾	52,325⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$14.5	03/02/2015	03/02/2015	M			12,000	02/11/2009⁽³⁾	02/11/2018	Common Stock	12,000	$0	36,000	D
Employee Stock Option (right to buy)	$9.03	03/02/2015	03/02/2015	M			12,000	02/09/2010⁽⁴⁾	02/09/2019	Common Stock	12,000	$0	60,000	D
Employee Stock Option (right to buy)	$9.97	03/02/2015	03/02/2015	M			20,000	09/02/2012⁽⁵⁾	09/02/2021	Common Stock	20,000	$0	88,000	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. The prices actually received ranged from $27.28 to $27.37. The reporting person has provided to the issuer and will provide any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within that range.

2. Following all transactions listed on this Form 4, Mr. Wheat owns directly 52,325 shares of DHI common stock. These transactions increased Mr. Wheat's direct ownership by 12,000 shares.

3. Stock option has a 10-year term, vested as to 10% of the option grant amount on each of the first nine anniversary dates of February 11 and vests as to the remaining 10% 9.75 years after the option grant date of February 11, 2008. February 11, 2009 reflects the one-year anniversary date from the date of the stock option grant.

4. Stock option has a 10-year term, vested as to 10% of the option grant amount on each of the first nine anniversary dates of February 9 and vests as to the remaining 10% 9.75 years after the option grant date of February 9, 2009. February 9, 2010 reflects the one-year anniversary date from the date of the stock option grant.

5. Stock option has a 10-year term, vested as to 20% of the option grant amount on each of the first five anniversary dates of September 2. September 2, 2012 reflects the one-year anniversary date from the date of the stock option grant.

Remarks:

	/s/ Bill W. Wheat	03/04/2015
	** 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).
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