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Item 5.
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Interest in Securities of the Issuer
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Items 5(a) – (c) are hereby amended and restated to read as follows:
(a) The aggregate percentage of Common Shares reported owned by each person named herein is based upon 317,833,859 Common Shares outstanding as of January 26, 2017, which is the total number of Common Shares outstanding as reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on February 1, 2017.
As of the close of business on February 17, 2017, 23,117,664 Common Shares were held in the Pulte Trust, constituting approximately 7.3% of the Common Shares outstanding.
Mr. Pulte, as the trustee of the Pulte Trust, may be deemed to beneficially own the 23,117,664 Common Shares beneficially owned by the Pulte Trust, constituting approximately 7.3% of the Common Shares outstanding.
Excluded from Mr. Pulte’s beneficial ownership are 134,606 Common Shares directly owned by Mr. Pulte’s spouse, Karen Pulte, which Mr. Pulte expressly disclaims beneficial ownership of by virtue of his inability to exercise voting or investment power over such Common Shares.
(b) Each of the Pulte Trust and Mr. Pulte may be deemed to have the sole power to vote or direct the vote of the Common Shares held in the Pulte Trust. Except for 17,979,600 Common Shares that have been pledged as collateral for certain loan obligations, as has previously been disclosed, the Pulte Trust and Mr. Pulte may be deemed to have the sole power to dispose or direct the disposition of the Common Shares held in the Pulte Trust.
(c) Except as otherwise set forth in Item 6 below, there have been no transactions in the securities of PHM by the Reporting Persons since the filing of Amendment No. 23 to the Schedule 13D.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
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Item 6 is hereby amended to add the following:
On February 15, 2017, Pulte Trust closed the refinancing of certain obligations in connection with a certain loan/collar transaction initially entered into on April 23, 2014. The purpose of the refinancing transaction (the “February 2017 Refinancing Transaction”) is to provide Pulte Trust with liquidity to, among other things, further its philanthropic endeavors while protecting itself against risks associated with a potential decline in PHM’s stock price. Pulte Trust does not have any intention to deliver any Common Shares in connection with the February 2017 Refinancing Transaction or any other loan agreements previously disclosed.
Pursuant to the February 2017 Refinancing Transaction, Pulte Trust received a new loan in the principal amount of $27,990,000, with an effective interest rate of 1.834% (calculated using daily compounding) and matures on January 25, 2019, and entered into the following collar: Pulte Trust sold to a counterparty a European-style call option referencing an aggregate of 1,800,000 Common Shares, which has an exercise price of $26.50 per Common Share and expires on January 25, 2019; and Pulte Trust purchased from a counterparty a European-style put option referencing an aggregate of 1,800,000 Common Shares, which has an exercise price of $15.55 per Common Share and expires on January 25, 2019. 1,800,000 Common Shares continue to serve as collateral for the new loan as was the case for the prior loan.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 17, 2017
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WILLIAM J. PULTE TRUST DTD 01/26/90
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By:
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Name:
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William J. Pulte
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Title:
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Trustee
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/s/ William J. Pulte
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WILLIAM J. PULTE
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