Amended Statement of Beneficial Ownership (sc 13d/a)
January 29 2020 - 4:38PM
Edgar (US Regulatory)
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).
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1
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NAME OF REPORTING PERSON
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William J. Pulte Trust dtd 01/26/1990, as amended
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Florida
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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5,600,000
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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5,600,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,600,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.1%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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Karen J. Pulte
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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PF, OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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65,873
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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5,600,000
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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65,873
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10
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SHARED DISPOSITIVE POWER
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5,600,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,665,873
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.1%
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14
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TYPE OF REPORTING PERSON
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IN
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1
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NAME OF REPORTING PERSON
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Mark T. Pulte
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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1,470,500
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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5,600,000
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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1,470,500
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10
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SHARED DISPOSITIVE POWER
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5,600,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,070,500
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.6%
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14
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TYPE OF REPORTING PERSON
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IN
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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.
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Item 5.
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Interest in Securities of the Issuer.
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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.
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
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WILLIAM J. PULTE TRUST DTD 01/26/90, AS AMENDED
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By:
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/s/ Karen J. Pulte
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Name:
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Karen J. Pulte
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Title:
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Co-Trustee
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By:
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/s/ Mark T. Pulte
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Name:
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Mark T. Pulte
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Title:
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Co-Trustee
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/s/ Karen J. Pulte
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KAREN J. PULTE
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/s/ Mark T. Pulte
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MARK T. PULTE
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SCHEDULE A
Transactions in Securities of
the Issuer Since the Filing of Amendment No. 31 to the Schedule 13D
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Nature of the Transaction
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Securities
Purchased/(Sold)
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Price Per
Share($)
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Date of
Purchase / Sale
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William
J. Pulte Trust
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Sale of Common Stock
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3,825
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33.5000
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08/27/2019
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Sale of Common Stock
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250,000
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33.3621
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08/27/2019
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Sale of Common Stock
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357,204
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33.5701
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08/29/2019
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Sale of Common Stock
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204,305
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34.0224
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09/03/2019
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Sale of Common Stock
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137,488
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34.5150
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09/04/2019
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Sale of Common Stock
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250,000
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34.3286
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09/04/2019
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Sale of Common Stock
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31,878
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34.1699
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09/04/2019
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Sale of Common Stock
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107,614
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34.5251
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09/05/2019
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Sale of Common Stock
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93,345
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34.7541
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09/06/2019
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Sale of Common Stock
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4,898
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34.5085
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09/06/2019
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Sale of Common Stock
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156,655
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34.8452
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09/09/2019
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Sale of Common Stock
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102,819
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34.2512
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09/10/2019
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Sale of Common Stock
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200,000
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34.6783
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09/11/2019
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Sale of Common Stock
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93,812
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34.7520
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09/11/2019
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Sale of Common Stock
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97,181
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34.5158
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09/11/2019
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Sale of Common Stock
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87,734
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35.2558
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09/12/2019
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Sale of Common Stock
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6,188
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34.9177
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09/12/2019
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Sale of Common Stock
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250,000
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35.1054
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09/12/2019
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Sale of Common Stock
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162,266
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35.2691
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09/13/2019
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Sale of Common Stock
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202,637
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35.5446
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09/17/2019
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Sale of Common Stock
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47,363
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35.5002
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09/19/2019
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Sale of Common Stock
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36,200
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35.7500
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09/20/2019
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Sale of Common Stock
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155,216
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35.7724
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09/23/2019
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Sale of Common Stock
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58,584
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36.0195
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09/24/2019
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Sale of Common Stock
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105,625
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38.2753
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10/17/2019
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Sale of Common Stock
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250,000
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38.4708
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10/17/2019
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Sale of Common Stock
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144,375
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38.2624
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10/18/2019
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Sale of Common Stock
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68,511
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38.6885
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10/21/2019
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Sale of Common Stock
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250,000
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38.5172
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10/21/2019
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Sale of Common Stock
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250,000
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39.3429
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10/22/2019
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Sale of Common Stock
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101,608
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39.5009
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10/22/2019
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Sale of Common Stock
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250,000
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39.3567
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10/22/2019
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Sale of Common Stock
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250,000
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39.1569
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10/22/2019
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Sale of Common Stock
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181,489
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38.6527
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10/22/2019
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Sale of Common Stock
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148,392
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39.5430
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10/23/2019
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Sale of Common Stock
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250,000
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41.0066
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10/24/2019
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Sale of Common Stock
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160,459
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41.5148
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01/15/2020
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Sale of Common Stock
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89,541
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41.5546
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01/16/2020
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Sale of Common Stock
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93,040
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43.0405
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01/22/2020
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Sale of Common Stock
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86,454
|
44.0634
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01/23/2020
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Sale of Common Stock
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250,000
|
43.5873
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01/23/2020
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Sale of Common Stock
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156,960
|
43.2615
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01/23/2020
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Sale of Common Stock
|
19,780
|
44.2500
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01/24/2020
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Sale of Common Stock
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163,546
|
44.1211
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01/24/2020
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Sale of Common Stock
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230,220
|
44.2755
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01/27/2020
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Sale of Common Stock
|
200,000
|
46.5569
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01/28/2020
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Sale of Common Stock
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200,000
|
46.2995
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01/28/2020
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Sale of Common Stock
|
250,000
|
46.0128
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01/28/2020
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Sale of Common Stock
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250,000
|
45.2413
|
01/28/2020
|
Karen
J. Pulte
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Sale of Common Stock
|
25,000
|
44.0155
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01/23/2020
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Sale of Common Stock
|
9,127
|
47.2595
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01/28/2020
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