0001209191-20-007236.txt : 20200206 0001209191-20-007236.hdr.sgml : 20200206 20200206173445 ACCESSION NUMBER: 0001209191-20-007236 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: LYON WILLIAM H CENTRAL INDEX KEY: 0000061043 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31625 FILM NUMBER: 20583820 MAIL ADDRESS: STREET 1: C/O WILLIAM LYON HOMES STREET 2: 4695 MACARTHUR COURT, 8TH FLOOR CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FORMER NAME: FORMER CONFORMED NAME: LYON WILLIAM H JR DATE OF NAME CHANGE: 20000101 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 0000061043 LYON WILLIAM H C/O WILLIAM LYON HOMES 4695 MACARTHUR COURT, 8TH FLOOR NEWPORT BEACH CA 92660 1 1 1 0 Executive Chairman CLASS A COMMON STOCK 2020-02-06 4 D 0 234217 D 84791 D CLASS A COMMON STOCK 2020-02-06 4 D 0 55345 D 29446 D CLASS A COMMON STOCK 2020-02-06 4 D 0 29446 D 0 D CLASS A COMMON STOCK 2020-02-06 4 D 0 2933 D 0 I BY TRUST CLASS B COMMON STOCK 2020-02-06 4 D 0 4817394 D CLASS A COMMON STOCK 4817394 0 I BY LLC CLASS B COMMON STOCK WARRANT (RIGHT TO BUY) 17.08 2020-02-06 4 D 0 1907550 D 2022-02-24 CLASS B COMMON STOCK 1907550 0 I BY LLC STOCK OPTION (RIGHT TO BUY) 25.82 2020-02-06 4 D 0 120000 D 2025-04-01 CLASS A COMMON STOCK 120000 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 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. Held by the William Harwell Lyon Separate Property Trust established July 28, 2000 of which the Reporting Person is trustee. Shares of Class B Common Stock had no expiration date and, were convertible on a one-for-one basis into shares of Class A Common Stock. Held by Lyon Shareholder 2012, LLC ("Lyon LLC"). The members of Lyon LLC are the William Harwell Lyon Separate Property Trust established July 28, 2000 (the "Lyon Separate Property Trust"), the Lyon Shareholder 2012 Irrevocable Trust No. 1 established December 24, 2012, and the Lyon Shareholder 2012 Irrevocable Trust No. 2 established December 24, 2012 (collectively with the Lyon Separate Property Trust, the "Lyon Trusts"). The Reporting Person is the manager of Lyon LLC and the trustee of Lyon Trusts, and in such capacities, has voting and investment power with respect to securities held by Lyon LLC. The Reporting Person is also the beneficiary of each of the Lyon Trusts. Pursuant to the terms of the Merger Agreement, at the Effective Time, the warrant held by Lyon LLC related to shares of Company Class B common stock (the "Class B Warrant") was substituted and converted into a warrant to purchase a number of whole 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 B common stock subject to such Class B Warrant immediately prior to the Effective Time by (ii) the Equity Award Exchange Ratio. The new warrant has an exercise price equal to the quotient obtained by dividing (i) the exercise price of the Class B Warrant immediately prior to the Effective Time by (ii) the Equity Award Exchange Ratio (rounded up to the nearest cent). Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding and unexercised stock option of the Company (each, a "Company Option") was substituted and converted into an option to purchase a number of whole 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 Option immediately prior to the Effective Time by (ii) the Equity Award Exchange Ratio. The exercise price per option to purchase TM common stock will be equal to quotient obtained by dividing (i) the exercise price per Company Class A Common Stock per Company Option immediately prior to the Effective Time by (ii) the Equity Award Exchange Ratio. /s/ Jason R. Liljestrom, Attorney-in-Fact for William H. Lyon 2020-02-06