0000903423-18-000531.txt : 20181004 0000903423-18-000531.hdr.sgml : 20181004 20181004172126 ACCESSION NUMBER: 0000903423-18-000531 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181002 FILED AS OF DATE: 20181004 DATE AS OF CHANGE: 20181004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TPG Advisors VI, Inc. CENTRAL INDEX KEY: 0001433038 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07395 FILM NUMBER: 181108527 BUSINESS ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-871-4000 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BONDERMAN DAVID CENTRAL INDEX KEY: 0000860866 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07395 FILM NUMBER: 181108528 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COULTER JAMES G CENTRAL INDEX KEY: 0001099776 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07395 FILM NUMBER: 181108529 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AV Homes, Inc. CENTRAL INDEX KEY: 0000039677 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 231739078 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8601 N. SCOTTSDALE RD. STREET 2: SUITE 225 CITY: SCOTTSDALE STATE: AZ ZIP: 85253 BUSINESS PHONE: 4802147400 MAIL ADDRESS: STREET 1: 8601 N. SCOTTSDALE RD. STREET 2: SUITE 225 CITY: SCOTTSDALE STATE: AZ ZIP: 85253 FORMER COMPANY: FORMER CONFORMED NAME: AVATAR HOLDINGS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: GAC CORP /DE/ DATE OF NAME CHANGE: 19801023 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL ACCEPTANCE CORP DATE OF NAME CHANGE: 19710208 4 1 advisorsviavhomes.xml OWNERSHIP DOCUMENT X0306 4 2018-10-02 1 0000039677 AV Homes, Inc. AVHI 0001433038 TPG Advisors VI, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET SUITE 3300 FORT WORTH TX 76102 0 0 0 1 Former 10% Owner 0000860866 BONDERMAN DAVID C/O TPG GLOBAL, LLC 301 COMMERCE STREET SUITE 3300 FORT WORTH TX 76102 0 0 0 1 Former 10% Owner 0001099776 COULTER JAMES G C/O TPG GLOBAL, LLC 301 COMMERCE STREET SUITE 3300 FORT WORTH TX 76102 0 0 0 1 Former 10% Owner Common Stock 2018-10-02 4 U 0 9215017 D 0 I See Explanation of Responses David Bonderman and James G. Coulter are sole shareholders of TPG Advisors VI, Inc. ("Advisors VI" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Aviator, L.P. ("TPG Aviator"), which directly held shares of Common Stock, par value $1.00 per share ("Common Stock"), of AV Homes, Inc. (the "Issuer") and $20,000,000 aggregate principal amount of the Issuer's 6.00% Senior Convertible Notes due 2020 (the "Notes" and, together with the shares of Common Stock reported herein, the "Securities"). TPG Aviator disposed of the shares of Common Stock reported herein on October 2, 2018 pursuant to the Agreement and Plan of Merger, dated as of June 7, 2018 (the "Merger Agreement"), by and among the Issuer, Taylor Morrison Home Corporation ("TM Homes"), a wholly owned indirect subsidiary of TM Homes ("Merger Sub") and certain other parties thereto, whereby Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and an indirect subsidiary of TM Homes. In connection with the Merger, each share of Common Stock held by TPG Aviator was converted into the right to receive 0.8908 shares of Common Stock of TM Homes and $1.94 in cash. Because of the Reporting Persons' respective relationships to TPG Aviator, the Reporting Persons may have been deemed to have beneficially owned the Securities to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Aviator. Each Reporting Person disclaims beneficial ownership of the Securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. 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 Securities beneficially owned in excess of their respective pecuniary interests. (5) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (6) Bradford Berenson is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated March 13, 2018, which were previously filed with the Securities and Exchange Commission. /s/ Michael LaGatta, Vice President, TPG Advisors VI, Inc. (5) 2018-10-04 /s/ Bradford Berenson, on behalf of David Bonderman (5) (6) 2018-10-04 /s/ Bradford Berenson, on behalf of James G. Coulter (5) (6) 2018-10-04