EXPLANATORY NOTE
This Form
8-A/A
is being filed to update the description of the Series A Junior Participating Preferred Share Purchase
Rights (the Rights) of PulteGroup, Inc., a Michigan corporation (the Company), which were previously registered under the Securities Exchange Act of 1934 (the Exchange Act) pursuant to the Companys Form
8-A
filed on March 6, 2009, as amended in the Companys Form
8-A/A
filed on April 20, 2009, Form
8-A/A
filed on
August 18, 2009, Form
8-A/A
filed on September 24, 2009, Form
8-A/A
filed on March 23, 2010, Form
8-A/A
filed on
March 15, 2013 and Form
8-A/A
filed on March 10, 2016 (collectively, the Original
8-A).
Item 1. Description of Registrants Securities to be Registered.
This amends the Original
8-A
relating to the Rights issued under the Amended and Restated Section 382 Rights
Agreement, dated as of March 18, 2010 (the Original Rights Agreement), between the Company and Computershare Trust Company, N.A., as rights agent (the Rights Agent), as amended by that certain First Amendment to Amended
and Restated Section 382 Rights Agreement, dated March 14, 2013 (the First Amendment) and that certain Second Amendment to Amended and Restated Section 382 Rights Agreement, dated March 10, 2016 (the Second
Amendment and, together with the Original Rights Agreement and the First Amendment, the Section 382 Rights Agreement). The Section 382 Rights Agreement, which is intended to protect shareholder value by attempting to
protect against a possible limitation on the Companys ability to use its net operating loss carryforwards and certain other tax benefits to reduce potential future U.S. federal income tax obligations, was scheduled to expire at the close of
business on June 1, 2019.
On March 7, 2019, the Company and the Rights Agent entered into the Third Amendment to the Section 382 Rights
Agreement, which was unanimously approved by our Board of Directors and which extends the expiration date of the Section 382 Rights Agreement from June 1, 2019 to June 1, 2022 (subject to other earlier termination events, including if
shareholder approval of the Third Amendment to the Section 382 Rights Agreement has not been obtained by June 1, 2019).
The Rights and the
Section 382 Rights Agreement are described in the Original
8-A,
and such descriptions, as amended hereby, are incorporated by reference herein. The Original Rights Agreement is included as an exhibit to
the Companys Current Report on
Form 8-K
filed March 23, 2010, the First Amendment is included as an exhibit to the Companys Current Report on Form
8-K
filed March 15, 2013 and the Second Amendment is included as an exhibit to the Companys Current Report on Form
8-K
filed March 10, 2016. The Third
Amendment to the Section 382 Rights Agreement is filed as Exhibit 4(d) hereto, and is incorporated by reference herein.