0001209191-20-007261.txt : 20200206 0001209191-20-007261.hdr.sgml : 20200206 20200206175432 ACCESSION NUMBER: 0001209191-20-007261 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200206 FILED AS OF DATE: 20200206 DATE AS OF CHANGE: 20200206 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LILJESTROM JASON R CENTRAL INDEX KEY: 0001666917 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31625 FILM NUMBER: 20583928 MAIL ADDRESS: STREET 1: C/O WILLIAM LYON HOMES STREET 2: 4695 MACARTHUR COURT, 8TH FLOOR CITY: NEWPORT BEACH STATE: CA ZIP: 92660 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WILLIAM LYON HOMES CENTRAL INDEX KEY: 0001095996 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 330864902 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4695 MACARTHUR COURT STREET 2: 8TH FLOOR CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 9498333600 MAIL ADDRESS: STREET 1: 4695 MACARTHUR COURT STREET 2: 8TH FLOOR CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FORMER COMPANY: FORMER CONFORMED NAME: PRESLEY COMPANIES/NEW DATE OF NAME CHANGE: 19991115 FORMER COMPANY: FORMER CONFORMED NAME: PRESLEY MERGER SUB INC DATE OF NAME CHANGE: 19990929 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-02-06 1 0001095996 WILLIAM LYON HOMES WLH 0001666917 LILJESTROM JASON R C/O WILLIAM LYON HOMES 4695 MACARTHUR COURT, 8TH FLOOR NEWPORT BEACH CA 92660 0 1 0 0 SVP Gen. Counsel & Secretary CLASS A COMMON STOCK 2020-02-06 4 D 0 28507 D 51845 D CLASS A COMMON STOCK 2020-02-06 4 D 0 30644 D 21201 D CLASS A COMMON STOCK 2020-02-06 4 D 0 21201 D 0 D On February 6, 2020, pursuant to that certain Agreement and Plan of Merger dated November 5, 2019 (the "Merger Agreement") among William Lyon Homes (the "Company"), Taylor Morrison Home Corporation ("TM") and Tower Merger Sub, Inc., a wholly owned subsidiary of TM ("Merger Sub"), Merger Sub merged with and into the Company (the "Merger"), with the Company surviving as a wholly owned subsidiary of TM. Pursuant to the Merger Agreement, at the effective time of the merger (the "Effective Time"), each outstanding share of Company Class A common stock and Class B common stock of the Company (other than certain excluded shares as described in the Merger Agreement) was automatically converted into the right to receive (A) 0.8000 fully paid and non-assessable shares of TM common stock, having a market value of approximately $21.86 on the date prior to the effective date of the Merger, and (B) $2.50 in cash, without interest. Represents restricted shares of Company Class A common stock. Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding award of restricted shares of Company Class A common stock (each, a "Company Restricted Stock Award") was automatically substituted and converted into an award of a number of whole restricted shares of TM common stock (rounded down to the nearest whole share) equal to the product obtained by multiplying (i) the number of shares of Company Class A common stock subject to such Company Restricted Stock Award immediately prior to the Effective Time by (ii) the sum (the "Equity Award Exchange Ratio") of (x) 0.8000 and (y) the quotient obtained by dividing $2.50 by the volume weighted average per-share price of TM stock during the ten full trading days ending on (and including) the trading day immediately preceding the Effective Time. Represents performance stock units awards of the Company. Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding performance stock unit award of the Company (each, a "Company PSU") was substituted and converted into a restricted stock unit award to be settled in a number of whole shares of TM common stock (rounded to the nearest whole share) equal to the product obtained by multiplying (i) the number of shares of Company Class A common stock underlying such Company PSU immediately prior to the Effective Time by (ii) the Equity Award Exchange Ratio. /s/ Jason R. Liljestrom 2020-02-06