0001571049-16-013628.txt : 20160404 0001571049-16-013628.hdr.sgml : 20160404 20160404172150 ACCESSION NUMBER: 0001571049-16-013628 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20160404 DATE AS OF CHANGE: 20160404 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PULTEGROUP INC/MI/ CENTRAL INDEX KEY: 0000822416 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 382766606 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38936 FILM NUMBER: 161551864 BUSINESS ADDRESS: STREET 1: 3350 PEACHTREE ROAD NORTHEAST STREET 2: SUITE 1600 CITY: ATLANTA STATE: 2Q ZIP: 30326 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: 3350 PEACHTREE ROAD NORTHEAST STREET 2: SUITE 1600 CITY: ATLANTA STATE: 2Q ZIP: 30326 FORMER COMPANY: FORMER CONFORMED NAME: PULTE HOMES INC/MI/ DATE OF NAME CHANGE: 20011023 FORMER COMPANY: FORMER CONFORMED NAME: PULTE CORP DATE OF NAME CHANGE: 19931118 FORMER COMPANY: FORMER CONFORMED NAME: PHM CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PULTE WILLIAM J CENTRAL INDEX KEY: 0001231248 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 100 BLOOMFIELD HILL PARKWAY STREET 2: STE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 SC 13D/A 1 t1600936_sc13da.htm AMENDMENT NO. 15 TO SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 15)*

PulteGroup, Inc.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

745867101

(CUSIP Number)

William J. Pulte

6515 Thomas Jefferson Court

Naples, Florida 34108

(248) 647-2750

Copy to:

Joel L. Rubinstein, Esq.
Winston & Strawn LLP

200 Park Avenue

New York, New York 10166-4193

(212) 294-6700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 4, 2016

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 745867101
1	NAMES OF REPORTING PERSONS William J. Pulte
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 30,740,239
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 12,760,639
	10	SHARED DISPOSITIVE POWER 17,979,600
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,740,239
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.87%*
14	TYPE OF REPORTING PERSON (see instructions) IN

The calculation of such percentage is based on 346,383,194 Common Shares issued and outstanding on March 10, 2016, as disclosed by PHM in its Proxy Statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission on April 4, 2016.

The Amendment No. 15 to Schedule 13D (this “Amendment No. 15”) amends and restates, where indicated, Amendment No. 14 to the statement on Schedule 13D relating to the Common Shares of PHM filed by the Reporting Person with the U.S. Securities and Exchange Commission on September 24, 2015 (the “Prior Schedule”). Capitalized terms used in this Amendment No. 15 but not otherwise defined herein have the meanings given to them in the Prior Schedule.

Except as otherwise set forth herein, this Amendment No. 15 does not modify any of the information previously reported by the Reporting Person on the Prior Schedule.

Item 4. Purpose of Transaction.

Item 4 is amended and supplemented by the addition of the following:

The Reporting Person has, from time to time, engaged in discussions with Richard J. Dugas, Jr., PHM’s Chairman and Chief Executive Officer, members of the board of directors of PHM (the “Board”) and PHM’s management with respect to a change in PHM’s Chief Executive Officer and certain business strategy matters.

On April 4, 2016, the Reporting Person delivered a letter to the Board (the “letter”) reiterating the Reporting Person’s extreme disappointment in the leadership of Mr. Dugas, the lack of performance of PHM under his watch and the Board’s response thereto. A copy of the letter is filed herewith as Exhibit 99.1 and is incorporated by reference into this Item 4.

On April 4, 2016, the Reporting Person also issued a press release (the “press release”) announcing the delivery of the letter to the Board. A copy of the press release is filed herewith as Exhibit 99.2 and is incorporated by reference into this Item 4.

Item 7. Material to Be Filed as Exhibits.

Item 7 is amended and supplemented by the addition of the following:

Exhibit No.		Description

99.1		Letter from the Reporting Person to the board of directors of PulteGroup, Inc., dated April 4, 2016.
99.2		Press Release issued on April 4, 2016 by the Reporting Person.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 4, 2016

	WILLIAM J. PULTE

	/s/ William J. Pulte

EX-99.1 2 t1600936_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

April 4, 2016

The Board of Directors

PulteGroup, Inc.

3350 Peachtree Road NE, Suite 150

Atlanta, Georgia 30326

Ladies and Gentlemen:

As the founder, former Chairman and CEO, and largest shareholder of PulteGroup, Inc., I am writing in light of the company’s public announcements this morning to reiterate my extreme disappointment in the leadership of CEO Richard Dugas and the lack of performance of PulteGroup under his watch.

I told Richard early on in his tenure that I intended to allow him to own and drive PulteGroup’s operations and strategy and not to insert myself into the day-to-day operations of the company. Unfortunately, Richard Dugas’ lack of performance and repeated bad decision-making has led me to conclude that the company needs new leadership.

Accordingly, I recently approached Richard Dugas and the Board and conveyed my disappointment in Richard Dugas’ leadership and the need for an immediate change. Based on ensuing discussions I had with members of the Board, I understood that the Board was seriously considering my concerns, and I hoped that they would take steps to implement a near-term change for the benefit of PulteGroup shareholders.

This morning, however, I learned that PulteGroup announced that Richard Dugas had informed the Board of his intention to retire over a year from now. This falls far short of the short-term leadership change that PulteGroup shareholders and PulteGroup employees need.

In addition, the company also disclosed this morning in its definitive proxy statement for the 2016 annual shareholder meeting that the Board had determined not to nominate James Grosfeld to continue as a director of PulteGroup “for a number of reasons, including as a result of differing points of view between Mr. Grosfeld and the other independent directors over succession planning and other business strategy matters.” The company had previously disclosed in its preliminary proxy statement for the 2016 annual shareholder meeting that Mr. Grosfeld was a nominee. The Board’s decision not to renominate Mr. Grosfeld reflects an attempt to stifle any differing views on management and business strategy matters, which is contrary to good corporate governance. Jim Grosfeld is highly regarded as one of the best homebuilding executives and homebuilding financial experts in the history of the U.S. homebuilding industry.

Specific examples of the leadership failures of Richard Dugas and the inadequate performance of PulteGroup under his watch include, but are not limited to, the following:

Since Richard Dugas was appointed CEO almost 13 years ago, PulteGroup’s stock price has not appreciated significantly, even when many peers have performed strongly since the Great Recession.

Richard Dugas laid off key and irreplaceable homebuilding talent that have left the Company.

After many years of losses at PulteGroup, Richard Dugas moved the Company’s headquarters from suburban Detroit to Atlanta, which cost the shareholders tens of millions of dollars with no apparent benefit to shareholders. It is important to note that PulteGroup had become the largest homebuilder in the United States while headquartered in Michigan.

The shareholders and employees of PulteGroup deserve a strong and growing company, especially in today’s highly competitive and growing environment. The necessary management changes are long overdue, and the succession plan announced by the Board only serves to further delay these changes to the detriment of shareholders. PulteGroup has great assets and many loyal and talented employees, whose potential is waiting to be realized with effective leadership. This is not about going backward; this is about going forward with the right CEO and the right strategies.

Accordingly, I am asking the Board to significantly accelerate the announced succession plan for Richard Dugas, and recruit an experienced and seasoned homebuilding operator as CEO, one who truly understands the homebuilding business.

I stand ready to assist in identifying such a person and enabling a bright future for PulteGroup and my fellow shareholders.

Bill Pulte

Founder

Pulte Homes (PHM:NYSE)

EX-99.2 3 t1600936_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

William J. Pulte, Founder and Largest Shareholder of PulteGroup,
Sends Letter to the Board of Directors of PulteGroup, Inc.

April 4, 2016 — William J. Pulte, the founder and largest shareholder of PulteGroup, Inc., today announced that he sent the following letter to the Board of Directors of PulteGroup, Inc.: