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^*

Palmer Sheryl

(Last)

(First)

(Middle)

4900 N. SCOTTSDALE ROAD, SUITE 2000

(Street)

SCOTTSDALE

85251

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Taylor Morrison Home Corp [ TMHC ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2023

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	02/20/2023		A⁽¹⁾		110,382	A	$0	447,241	D
Common Stock	02/20/2023		F		47,299	D	$35.85⁽²⁾	399,942	D

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)
Performance-based restricted stock units	⁽³⁾	02/20/2023		A		110,382		⁽³⁾	⁽³⁾	Common Stock	110,382	⁽³⁾	110,382	D
Performance-based restricted stock units	⁽¹⁾	02/20/2023		M			110,382	⁽³⁾	⁽³⁾	Common Stock	110,382	⁽¹⁾	0	D

Explanation of Responses:

1. Represents the vesting and settlement of performance-based vesting restricted stock units ("PSUs") granted by the Issuer on February 10, 2020, under Issuer's 2013 Omnibus Equity Award Plan, as amended. Upon vesting, each PSU is settled in a share of the Issuer's Common Stock.

2. Represents shares of Common Stock withheld by the Issuer to cover tax withholding obligations upon the vesting of PSUs.

3. On February 10, 2020, the Reporting Person received a grant of PSUs representing 110,382 shares of the Issuer's Common Stock (at target), half of which vest based on the Issuer's earnings before taxes ("EBT") and a relative total shareholder return modifier, and half of which vest based on the Company's EBT margin and a relative total shareholder return modifier. The PSUs cliff vest at the end of a three year performance cycle, generally subject to the Reporting Person's continued employment through the date the compensation committee determines and certifies the applicable level of performance achieved for the fiscal 2022 tranche. The compensation committee determined that the objectives for the fiscal 2022 tranche were achieved at a level resulting in 110,382 PSUs being earned by the Reporting Person on February 20, 2023, subject to satisfaction of the vesting conditions for such grant.

	/s/ Darrell Sherman, as Attorney-in-Fact	02/22/2023
	** 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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