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^*

PULTE WILLIAM J

(Last)

(First)

(Middle)

8111 BAY COLONY DRIVE #2001

(Street)

NAPLES

34108

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PULTEGROUP INC/MI/ [ PHM ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/25/2012

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	04/25/2012		J/K⁽¹⁾⁽²⁾⁽³⁾		950,000	D	⁽¹⁾⁽²⁾⁽³⁾	29,372,784	D
Common Stock	04/26/2012		J/K⁽¹⁾⁽²⁾⁽³⁾		950,000	D	⁽¹⁾⁽²⁾⁽³⁾	28,422,784	D
Common Stock	04/27/2012		J/K⁽¹⁾⁽²⁾⁽³⁾		950,000	D	⁽¹⁾⁽²⁾⁽³⁾	27,472,784	D
Common Stock								9,129,600	I	By Joan B. Pulte Trust
Units								3,744.02⁽⁴⁾	I	401(k) Plan Owned by Wife
Units								53,217.56⁽⁵⁾	I	By 401(k) Plan

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)
Forward sale contract (obligation to sell)	⁽¹⁾⁽²⁾⁽³⁾	04/25/2012		J/K⁽¹⁾⁽²⁾⁽³⁾			950,000	04/25/2012	04/25/2012	Common Stock	950,000	⁽¹⁾⁽²⁾⁽³⁾	1,900,000	D
Forward sale contract (obligation to sell)	⁽¹⁾⁽²⁾⁽³⁾	04/26/2012		J/K⁽¹⁾⁽²⁾⁽³⁾			950,000	04/26/2012	04/26/2012	Common Stock	950,000	⁽¹⁾⁽²⁾⁽³⁾	950,000	D
Forward sale contract (obligation to sell)	⁽¹⁾⁽²⁾⁽³⁾	04/27/2012		J/K⁽¹⁾⁽²⁾⁽³⁾			950,000	04/27/2012	04/27/2012	Common Stock	950,000	⁽¹⁾⁽²⁾⁽³⁾	0	D

Explanation of Responses:

1. On April 25, 26 and 27, 2012 the reporting person executed trades relating to the third, fourth and fifth component, respectively, of a prepaid variable forward sale contract that was entered into by the reporting person on February 9, 2009, and amended on April 22, 2010, with an unaffiliated third party buyer (the "Forward Contract"). The trades relating to the first and second components of the Forward Contract were reported on a Form 4 filed by the reporting person on April 25, 2012. The Forward Contract obligated the reporting person to deliver to the buyer up to 4,750,000 shares of PulteGroup, Inc. ("PHM") common stock (or, at the reporting person's election, an equivalent amount of cash based on the market price of PHM common stock at that time) ratably over a five day period based on the market price of PHM common stock on April 23, 24, 25, 26 and 27, 2012 (each, a "Maturity Date"). In exchange for assuming this obligation, the reporting person received a cash payment

2. (continued from footnote 1) of $42,337,803.30. The reporting person pledged 4,750,000 shares of PHM common stock to secure his obligations under the Forward Contract, and retained voting and certain dividend rights in the pledged shares during the term of the pledge. The number of shares of PHM common stock to be delivered to the buyer following the maturity of the Forward Contact was to be determined on each Maturity Date, as follows: (a) if the closing price of a share of PHM common stock on such Maturity Date (the "Settlement Price") was less than or equal to $11.1047, the reporting person would deliver to the buyer 950,000 shares of PHM common stock (i.e., the ratable portion of 4,750,000 shares of PHM common stock to be delivered with respect to each Maturity Date); (b) if the Settlement Price was between $11.1047 and $17.4991, the reporting person would deliver to the buyer a number of shares of PHM common stock equal to 950,000 multiplied by a fraction,

3. (continued from footnote 2) the numerator of which is $11.1047 and the denominator of which is the Settlement Price; and (c) if the Settlement Price was equal to or greater than $17.4991, the reporting person would deliver to the buyer the number of shares of PHM common stock equal to 950,000 multiplied by a fraction, the numerator of which is $11.1047 plus the excess of the Settlement Price over $17.4991, and the denominator of which is the Settlement Price. The Settlement Prices for April 25, 26 and 27, 2012 were $8.70, $9.58 and $10.07, respectively. Accordingly, the reporting person will deliver 950,000 shares of PHM common stock to the buyer on the third business day following each of these three Maturity Dates.

4. Beneficial ownership of these shares is disclaimed. Represents units of the PulteGroup, Inc. Stock Fund of the PulteGroup, Inc. 401(k) Plan (the "Fund"). The Fund consists of cash and shares of PHM common stock in amounts that vary from time to time. The units represented 8,120.66 shares of PulteGroup, Inc. common stock held in the Fund as of April 25, 2012.

5. Represents units of the PulteGroup, Inc. Stock Fund of the PulteGroup, Inc. 401(k) Plan (the "Fund"). The Fund consists of cash and shares of PHM common stock in amounts that vary from time to time. The reporting person's units represented 115,427.05 shares of PulteGroup, Inc. common stock held in the Fund as of April 25, 2012.

	/s/ Jeffrey K. Eckles, by Power of Attorney	04/27/2012
	** 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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