X0202 3/A 2007-10-26 2007-11-09 0 0001046578 TOUSA INC TOA 0000948046 DEUTSCHE BANK AG\ TAUNUSANLAGE 12 D-60325 FRANKFURT AM MAIN I8 GERMANY (WEST) 0 0 1 0 Common Stock 56260 D 8% Series A Convertible Preferred Stock 1.61 2007-10-26 2015-07-01 Common Stock 39495553 D Lower Strike Stock Purchase Warrants 6 2007-10-26 2012-07-31 Common Stock 652958 D Higher Strike Stock Purchase Warrants 7 2007-10-26 2012-07-31 Common Stock 494673 D Deutsche Bank AG through its affiliates owns 77,200 shares of 8% Series A Convertible Pay-in-Kind Preferred Stock convertible into 47,950,267 shares of Common Stock subject to the restrictions, limitations and other provisions in the Certificate of Designations, including the provision in Section 7(a) which provides that a holder of the preferred stock does not have the right to convert into Common Stock if, after giving effect to such conversion, that person would become the beneficial owner of greater than 39.9% of the Common Stock then outstanding. Due to the binding contractual limitations in Section 7(a) of the Certificate of Designation and Section 15 of the Stock Purchase Warrant Certificate, Deutsche Bank AG is not the beneficial owner of the shares of Common Stock in excess of 39,551,813 shares or 39.9% of the shares of Common Stock outstanding. 5,045,662 Lower Strike Stock Purchase Warrants exercisable into 652,958 shares of Common Stock, when the prevailing market price is at $6.00 subject to the limitations on exercise contained in the Stock Purchase Warrant Certificate, including the provision in Section 15 which provides that a holder of warrants does not have the right to exercise warrants into Common Stock if, after giving effect to such exercise, that person would become the beneficial owner of greater than 39.9% of the Common Stock then outstanding. 5,045,662 Higher Strike Stock Purchase Warrants exercisable into 494,673 shares of Common Stock, when the prevailing market price is at $7.00, subject to the limitations on exercise contained in the Stock Purchase Warrant Certificate, including the provision in Section 15 which provides that a holder of warrants does not have the right to exercise warrants into Common Stock if, after giving effect to such exercise, that person would become the beneficial owner of greater than 39.9% of the Common Stock then outstanding. Jeffrey Ruiz 2007-11-13