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