SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
TPG Group Holdings (SBS) Advisors, Inc.

(Last) (First) (Middle)
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/10/2013
3. Issuer Name and Ticker or Trading Symbol
Taylor Morrison Home Corp [ TMHC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Common Partnership Units and Class B Common Stock (1) (1) (1) Class A Common Stock 54,881,984 (1) I See Explanation of Responses (3) (4) (5)
Put/Call Option (right/obligation to sell) (2) (2) (2) Class A Common Stock 9,143,461 20.68 I See Explanation of Responses (3) (4) (5)
1. Name and Address of Reporting Person*
TPG Group Holdings (SBS) Advisors, Inc.

(Last) (First) (Middle)
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BONDERMAN DAVID

(Last) (First) (Middle)
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
1. Name and Address of Reporting Person*
COULTER JAMES G

(Last) (First) (Middle)
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
Explanation of Responses:
1. TPG TMM Holdings II, L.P. ("TPG TMM Holdings") holds an aggregate of 54,881,984 common partnership units (the "New TMM Units") of TMM Holdings II Limited Partnership ("New TMM") and 54,881,984 shares of Class B Common Stock (the "Class B Shares") of Taylor Morrison Home Corporation (the "Issuer"). Pursuant to the terms of the Exchange Agreement dated as of April 9, 2013, TPG TMM Holdings may exchange all or a portion of its New TMM Units (along with an equal number of its Class B Shares) at any time for shares of Class A Common Stock (the "Class A Shares") of the Issuer on a one-for-one basis.
2. Pursuant to the terms of a Put/Call Agreement dated as of April 9, 2013, TPG TMM Holdings has the option to require the Issuer to purchase, and the Issuer has the right to require TPG TMM Holdings to sell, in each case exercisable at any time on or after April 15, 2013 up to June 30, 2013, 9,143,461 Class B Shares together with a corresponding number of New TMM Units at $20.68 per share. In addition, in the event the underwriters of the Issuer's initial public offering purchase Class A Shares pursuant to the over-allotment option granted to them by the Issuer, TPG TMM Holdings will have the option to require the Issuer to purchase, and the Issuer will have the right to require TPG TMM Holdings to sell, up to an additional 2,142,900 Class B Shares together with a corresponding number of New TMM Units at $20.68 per share.
3. David Bonderman and James G. Coulter are directors, officers and sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole shareholder of TPG Holdings III-A, Inc., which is the general partner of TPG Holdings III-A, L.P., which is the general partner of TPG Holdings III, L.P., which is the sole shareholder of TPG GenPar VI AIV TM Advisors, Inc., which is the general partner TPG GenPar VI AIV TM, L.P., which is the general partner of TPG TM IV-A, L.P., which is the sole member of TPG TM IV, SRL, which is the sole member of TPG TM III-2, SRL, which is the sole shareholder of TPG TMM Holdings II GP, ULC, which is the general partner of the TPG TMM Holdings.
4. Because of the relationship between the Reporting Persons and TPG TMM Holdings, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG TMM Holdings. Each Reporting Person and TPG TMM Holdings disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG TMM Holdings' pecuniary interest therein, if any.
5. 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 equity securities in excess of their respective pecuniary interests.
Remarks:
(6) The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. (7) Ronald Cami is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated July 1, 2010, which were previously filed with the Securities and Exchange Commission.
/s/ Ronald Cami on behalf of David Bonderman (6)(7) 04/10/2013
/s/ Ronald Cami on behalf of James G. Coulter (6)(7) 04/10/2013
/s/ Ronald Cami, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (6) 04/10/2013
** 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 5 (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.