Sec Form 4 Filing - Burnett Michael S. @ AV Homes, Inc. - 2018-10-02

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Burnett Michael S. 2. Issuer Name and Ticker or Trading Symbol AV Homes, Inc. [ AVHI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP & Chief Financial Officer (Last) (First) (Middle) 8601 NORTH SCOTTSDALE ROAD, SUITE 225 3. Date of Earliest Transaction (MM/DD/YY) 10/02/2018 (Street) SCOTTSDALE, AZ85253 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 10/02/2018 D( 1 ) 46,858 D $ 21.5 ( 2 ) 0 D

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 Employee Stock Option (right to buy) $ 18.53 10/02/2018 D( 1 ) 65,000 ( 3 ) 10/14/2023 Common Stock 65,000 $ 2.97 0 D Employee Stock Option (right to buy) $ 17.65 10/02/2018 D( 1 ) 13,810 ( 3 ) 01/31/2027 Common Stock 13,810 $ 3.85 0 D Employee Stock Option (right to buy) $ 16.9 10/02/2018 D( 1 ) 16,994 ( 3 ) 01/31/2028 Common Stock 16,994 $ 4.6 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Burnett Michael S. 8601 NORTH SCOTTSDALE ROAD, SUITE 225 SCOTTSDALE, AZ85253 EVP & Chief Financial Officer Signatures /s/ Gary Shullaw, attorney-in-fact for Michael S. Burnett 10/02/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of as a result of merger pursuant to previously announced Agreement and Plan of Merger, dated as of June 7, 2018 by and among the issuer, Taylor Morrison Home Corporation, Taylor Morrison Communities, Inc., and Thor Merger Sub, Inc. ( 2 )Of the total shares disposed, 10,807 were exchanged for $21.50 per share. The remaining shares represent restricted stock and restricted stock unit awards to acquire 36,051 shares of AV Homes common stock (assuming applicable performance conditions are fully achieved or achieved at target levels, as applicable) that were exchanged for restricted stock and restricted stock unit awards to acquire 35,304 shares of Taylor Morrison common stock having a market value of $18.17 per share based on the closing price of the Taylor Morrison common stock on October 2, 2018. The replacement restricted stock and restricted stock unit awards are subject to the substantially the same terms and conditions as the AV Homes restricted stock restricted stock unit awards (other than any performance-based vesting conditions). ( 3 )Fully vested.

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

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.