Amended Statement of Beneficial Ownership (sc 13d/a)
April 06 2016 - 4:56PM
Edgar (US Regulatory)
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. 16)*
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PulteGroup,
Inc.
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(Name of Issuer)
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Common Stock,
par value $0.01
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(Title of Class of Securities)
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745867101
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(CUSIP Number)
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William J. Pulte
6515 Thomas
Jefferson Court
Naples, Florida
34108
(248) 647-2750
Copy to:
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Joel L. Rubinstein, Esq.
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Winston & Strawn LLP
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200 Park Avenue
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New York, New York 10166-4193
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(212) 294-6700
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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April 6,
2016
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(Date of Event which Requires Filing of this
Statement)
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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).
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CUSIP
No.
745867101
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1
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NAMES OF
REPORTING PERSONS
William J. Pulte
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
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(b)
x
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (see instructions)
N/A
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5
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CHECK IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of America
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE
VOTING POWER
30,740,239
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8
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SHARED
VOTING POWER
0
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9
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SOLE
DISPOSITIVE POWER
12,760,639
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10
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SHARED
DISPOSITIVE POWER
17,979,600
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,740,239
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12
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CHECK IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
x
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.87%*
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14
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TYPE
OF REPORTING PERSON (see instructions)
IN
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*
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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.
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The Amendment No. 16 to Schedule 13D (this
“
Amendment No. 16
”) amends and restates, where indicated, Amendment No. 15 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 April 4,
2016 (the “
Prior Schedule
”). Capitalized terms used in this Amendment No. 16 but not otherwise defined herein
have the meanings given to them in the Prior Schedule.
Except as otherwise set forth herein, this
Amendment No. 16 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:
In light of recent actions
and statements by PHM and its Board, the Reporting Person is now considering whether further governance changes, beyond the
immediate removal of the CEO (including,
without limitation, potential changes in the Board), may be required in order to appropriately realign the strategic direction of PHM with the best
interests of its shareholders. The Reporting Person will continue to closely monitor the actions of PHM, the Board and
management and may engage in further communications with the Board, management and other shareholders, and may make public
statements, regarding these and other business strategy matters.
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 6, 2016
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WILLIAM J. PULTE
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/s/ William J. Pulte
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