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