Sec Form 13D Filing - PULTE WILLIAM J filing for PULTEGROUP INC (PHM) - 2020-01-29

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 32)1

PulteGroup, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

745867101

(CUSIP Number)

Mark T. Pulte

William J. Pulte Trust

41 South East 5th Street

Boca Raton, Florida 33432

(561) 272-6852

 

with a copy to:

 

Steve Wolosky, Esq.

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

September 20, 2019

(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.

 

 

 

1              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   NAME OF REPORTING PERSON  
         
        William J. Pulte Trust dtd 01/26/1990, as amended  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☒
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Florida  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         5,600,000  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          5,600,000  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        5,600,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.1%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

2

CUSIP No. 745867101

  1   NAME OF REPORTING PERSON  
         
        Karen J. Pulte  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☒
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        PF, OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        United States of America  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         65,873  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         5,600,000  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          65,873  
    10   SHARED DISPOSITIVE POWER  
           
          5,600,000  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        5,665,873  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.1%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

3

CUSIP No. 745867101

 

  1   NAME OF REPORTING PERSON  
         
        Mark T. Pulte  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☒
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        United States of America  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         1,470,500  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         5,600,000  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,470,500  
    10   SHARED DISPOSITIVE POWER  
           
          5,600,000  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        7,070,500  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.6%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

4

CUSIP No. 745867101

 

 

The following constitutes Amendment No. 32 to the Schedule 13D filed by the undersigned (“Amendment No. 32”). This Amendment No. 32 amends the Schedule 13D as specifically set forth herein.

 

Item 5.Interest in Securities of the Issuer.

Item 5 is 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 270,999,901 Common Shares outstanding as of October 17, 2019, which is the total number of Common Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 22, 2019.

As of the close of business on January 28, 2020, 5,600,000 Common Shares were held in the Pulte Trust, Karen J. Pulte directly owned 65,873 Common Shares and Mark T. Pulte directly owned 1,470,500 Common Shares, constituting approximately 2.1%, less than 1% and less than 1%, respectively, of the Common Shares outstanding.

Karen J. Pulte, as a Co-Trustee of the Pulte Trust, may be deemed to beneficially own the 5,600,000 Common Shares beneficially owned by the Pulte Trust, which, together with the 65,873 Common Shares she directly owns, constitutes approximately 2.1% of the Common Shares outstanding.

Mark T. Pulte, as a Co-Trustee of the Pulte Trust, may be deemed to beneficially own the 5,600,000 Common Shares beneficially owned by the Pulte Trust, which, together with the 1,470,500 Common Shares he directly owns, constitutes approximately 2.6% of the Common Shares outstanding.

(b)       Each of the Pulte Trust, Karen J. Pulte and Mark T. Pulte share the power to vote or direct the vote of the Common Shares held in the Pulte Trust. The Pulte Trust, Karen J. Pulte and Mark T. Pulte share the power to dispose or direct the disposition of the Common Shares held in the Pulte Trust.

Karen J. Pulte has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the Common Shares she directly owns.

Mark T. Pulte has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the Common Shares he directly owns.

(c)       Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons since the filing of Amendment No. 31 to the Schedule 13D. All of such transactions were effected in the open market.

(d)       No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e)       As of September 4, 2019 the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer.

5

CUSIP No. 745867101

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: January 29, 2020 

 

 

  WILLIAM J. PULTE TRUST DTD 01/26/90, AS AMENDED
   
  By:

/s/ Karen J. Pulte

    Name: Karen J. Pulte
    Title: Co-Trustee
       
       
  By:

/s/ Mark T. Pulte

    Name: Mark T. Pulte
    Title: Co-Trustee

 

 

 

  /s/ Karen J. Pulte
  KAREN J. PULTE

 

 

 

  /s/ Mark T. Pulte
  MARK T. PULTE

 

6

CUSIP No. 745867101

SCHEDULE A

Transactions in Securities of the Issuer Since the Filing of Amendment No. 31 to the Schedule 13D

Nature of the Transaction

Securities

Purchased/(Sold)

Price Per

Share($)

Date of

Purchase / Sale

 

William J. Pulte Trust

 

Sale of Common Stock 3,825 33.5000 08/27/2019
Sale of Common Stock 250,000 33.3621 08/27/2019
Sale of Common Stock 357,204 33.5701 08/29/2019
Sale of Common Stock 204,305 34.0224 09/03/2019
Sale of Common Stock 137,488 34.5150 09/04/2019
Sale of Common Stock 250,000 34.3286 09/04/2019
Sale of Common Stock 31,878 34.1699 09/04/2019
Sale of Common Stock 107,614 34.5251 09/05/2019
Sale of Common Stock 93,345 34.7541 09/06/2019
Sale of Common Stock 4,898 34.5085 09/06/2019
Sale of Common Stock 156,655 34.8452 09/09/2019
Sale of Common Stock 102,819 34.2512 09/10/2019
Sale of Common Stock 200,000 34.6783 09/11/2019
Sale of Common Stock 93,812 34.7520 09/11/2019
Sale of Common Stock 97,181 34.5158 09/11/2019
Sale of Common Stock 87,734 35.2558 09/12/2019
Sale of Common Stock 6,188 34.9177 09/12/2019
Sale of Common Stock 250,000 35.1054 09/12/2019
Sale of Common Stock 162,266 35.2691 09/13/2019
Sale of Common Stock 202,637 35.5446 09/17/2019
Sale of Common Stock 47,363 35.5002 09/19/2019
Sale of Common Stock 36,200 35.7500 09/20/2019
Sale of Common Stock 155,216 35.7724 09/23/2019
Sale of Common Stock 58,584 36.0195 09/24/2019
Sale of Common Stock 105,625 38.2753 10/17/2019
Sale of Common Stock 250,000 38.4708 10/17/2019
Sale of Common Stock 144,375 38.2624 10/18/2019
Sale of Common Stock 68,511 38.6885 10/21/2019
Sale of Common Stock 250,000 38.5172 10/21/2019
Sale of Common Stock 250,000 39.3429 10/22/2019
Sale of Common Stock 101,608 39.5009 10/22/2019
Sale of Common Stock 250,000 39.3567 10/22/2019
Sale of Common Stock 250,000 39.1569 10/22/2019
Sale of Common Stock 181,489 38.6527 10/22/2019
Sale of Common Stock 148,392 39.5430 10/23/2019

 

 

CUSIP No. 745867101

Sale of Common Stock 250,000 41.0066 10/24/2019
Sale of Common Stock 160,459 41.5148 01/15/2020
Sale of Common Stock 89,541 41.5546 01/16/2020
Sale of Common Stock 93,040 43.0405 01/22/2020
Sale of Common Stock 86,454 44.0634 01/23/2020
Sale of Common Stock 250,000 43.5873 01/23/2020
Sale of Common Stock 156,960 43.2615 01/23/2020
Sale of Common Stock 19,780 44.2500 01/24/2020
Sale of Common Stock 163,546 44.1211 01/24/2020
Sale of Common Stock 230,220 44.2755 01/27/2020
Sale of Common Stock 200,000 46.5569 01/28/2020
Sale of Common Stock 200,000 46.2995 01/28/2020
Sale of Common Stock 250,000 46.0128 01/28/2020
Sale of Common Stock 250,000 45.2413 01/28/2020

 

Karen J. Pulte

 

Sale of Common Stock 25,000 44.0155 01/23/2020
Sale of Common Stock 9,127 47.2595 01/28/2020