Sec Form 4 Filing - LYON WILLIAM H @ Taylor Morrison Home Corp - 2020-02-06

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person LYON WILLIAM H 2. Issuer Name and Ticker or Trading Symbol Taylor Morrison Home Corp [ TMHC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O TAYLOR MORRISON HOME CORPORATION, 4900 N. SCOTTSDALE ROAD, SUITE 2000 3. Date of Earliest Transaction (MM/DD/YY) 02/06/2020 (Street) SCOTTSDALE, AZ85251 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/06/2020 A 187,373 ( 1 ) A 187,373 D Common Stock 02/06/2020 A 49,443 ( 2 ) ( 3 ) A 236,816 D Common Stock 02/06/2020 A 26,306 ( 4 ) A 263,122 D Common Stock 02/06/2020 A 3,853,915 ( 1 ) A 3,853,915 I By LLC ( 6 ) Common Stock 02/06/2020 A 2,346 ( 1 ) A 2,346 I By Trust ( 5 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Common Stock Warrant (Right to buy) $ 19.12 02/06/2020 A 1,704,205 ( 7 ) 02/24/2022 Common Stock 1,704,205 ( 7 ) 1,704,205 I By LLC ( 6 ) Employee Stock Option (Right to buy) $ 28.91 02/06/2020 A 107,208 ( 8 )( 9 ) 04/01/2025 Common Stock 107,208 ( 8 ) ( 9 ) 107,208 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LYON WILLIAM H C/O TAYLOR MORRISON HOME CORPORATION 4900 N. SCOTTSDALE ROAD, SUITE 2000 SCOTTSDALE, AZ85251 X Signatures /s/ William H. Lyon 02/10/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 6, 2020, pursuant to that certain Agreement and Plan of Merger dated November 5, 2019 (the "Merger Agreement") among Taylor Morrison Home Corporation (the "Issuer"), Tower Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and William Lyon Homes, Merger Sub merged with and into William Lyon Homes (the "Merger"), with William Lyon Homes surviving as a wholly owned subsidiary of the Issuer. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each outstanding share of Class A common stock and Class B common stock of William Lyon Homes (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 the Issuer's common stock, having a market value of approximately $21.86 on the date prior to the effective date of the Merger, and (B) $2.50 in cash, without interest. ( 2 )Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding award of restricted shares of William Lyon Homes Class A common stock (each, a "WLH Restricted Stock Award") was automatically substituted and converted into an award of a number of whole restricted shares of the Issuer's common stock (rounded to the nearest whole share) equal to the product obtained by multiplying (i) the number of shares of William Lyon Homes Class A common stock subject to such WLH 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 the Issuer's common stock during the ten full trading days ending on (and including) the trading day immediately preceding the Effective Time. (continued on footnote 3) ( 3 )(continued from footnote 2) The original terms and conditions, including the vesting schedule, continue to apply to the converted WLH Restricted Stock Award, subject to "double trigger" accelerated vesting if the Reporting Person is either involuntarily terminated or constructively terminated following the Merger. ( 4 )Represents restricted stock units of the Company. Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding performance stock unit award of William Lyon Homes (each, a "WLH PSU") was substituted and converted into a restricted stock award to be settled in a number of whole shares of the Issuer's common stock (rounded to the nearest whole share) equal to the product obtained by multiplying (i) the number of shares of William Lyon Homes Class A common stock underlying such WLH PSU immediately prior to the Effective time by (ii) the Equity Award Exchange Ratio. The original terms and conditions, including the vesting schedule, continue to apply to the converted WLH PSU, subject to "double trigger" accelerated vesting if the Reporting Person is either involuntarily terminated or constructively terminated following the Merger. ( 5 )Held by the William Harwell Lyon Separate Property Trust established July 28, 2000 of which the Reporting Person is trustee. ( 6 )Held by Lyon Shareholder 2012, LLC ("Lyon LLC"). The member 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, the "Lyon Trusts"). The Reporting Person is the manager of Lyon LLC and the trustee of the 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. ( 7 )Pursuant to the terms of the Merger Agreement, at the Effective Time, the warrant held by Lyon LLC related to shares of William Lyon Homes Class B common stock (the "Class B Warrant") was substituted and converted into a warrant to purchase a number of whole shares of the Issuer's common stock (rounded down to the nearest whole share) equal to the product obtained by multiplying (i) the number of shares of William Lyon Homes Class B common stock subject to such Class B Warrant immediately prior to the Effective Time by (ii) the Equity Award Exchange Ratio. The 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). ( 8 )Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding and unexercised stock option of William Lyon Homes (each, a "WLH Option") was substituted and converted into an option to purchase a number of whole shares of the Issuer's common stock (rounded down to the nearest whole share) equal to the product obtained by multiplying (i) the number of shares of William Lyon Homes Class A common stock subject to such WLH Option immediately prior to the Effective Time by (ii) the Equity Award Exchange Ratio. The exercise price per option to purchase the Issuer's common stock will be equal to the quotient obtained by dividing (i) the exercise price per William Lyon Homes Class A common stock underlying such WLH Option immediately prior to the effective time by (ii) the Equity Award Exchange Ratio. (continued on footnote 9) ( 9 )(continued from footnote 8) The original terms and conditions, including the vesting schedule, continue to apply to the converted WLH Option, subject to "double trigger" accelerated vesting if the Reporting Person is either involuntarily terminated or constructively terminated following the Merger.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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