Form 4 Taylor Morrison Home For: Jan 17 Filed by: OCM TMM Holdings II GP, ULC

January 19, 2018 9:39 PM EST

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person ^*

OCM TMM Holdings II, L.P.

(Last)

(First)

(Middle)

C/O OAKTREE CAPITAL MANAGEMENT, L.P.

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Taylor Morrison Home Corp [ TMHC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/17/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Partnership Units and Class B Common Stock ⁽¹⁾	⁽¹⁾	01/17/2018		J⁽²⁾			8,853,462	⁽¹⁾	⁽¹⁾	Class A Common Stock	8,853,462	$ 27.14	1,875,000	I	See Explanation of Responses ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾
Common Partnership Units and Class B Common Stock ⁽¹⁾	⁽¹⁾	01/17/2018		J⁽⁷⁾			1,875,000	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,875,000	$ 27.14	0	I	See Explanation of Responses ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾

Explanation of Responses:

1. OCM TMM Holdings II, L.P. ("OCM TMM Holdings") no longer holds any common partnership units (the "New TMM Units") of TMM Holdings II Limited Partnership ("New TMM") or any shares of Class B Common Stock (the "Class B Shares") of Taylor Morrison Home Corporation (the "Issuer"). Pursuant to the terms of the Exchange Agreement dated as of April 9, 2013, New TMM Units (along with an equal number of Class B Shares) may be exchanged at any time for shares of Class A Common Stock (the "Class A Shares") of the Issuer on a one-for-one basis.

2. Represents the sale of New TMM Units and Class B common stock by OCM TMM Holdings to the Issuer pursuant to the Purchase Agreement, dated January 11, 2018, by and among the Issuer and certain stockholders named therein, as approved by the board of directors of the Issuer.

3. The general partner of OCM TMM Holdings is OCM TMM Holdings II GP, ULC. The sole shareholder of OCM TMM Holdings II GP, ULC is OCM TMM Holdings LP, Inc. The sole shareholder of OCM TMM Holdings LP, Inc. is Oaktree TM Holdings CTB, Ltd. The sole director of Oaktree TM Holdings CTB, Ltd. is Oaktree Capital Management, L.P., and the shareholders of Oaktree TM Holdings CTB, Ltd. controlling a majority of the vote are Oaktree Opportunities Fund VIII, L.P., Oaktree Opportunities Fund VIII (Parallel), L.P. and Oaktree Opportunities Fund VIII (Parallel 2), L.P., with the remaining shareholders being Oaktree Huntington Investment Fund, L.P., Oaktree FF Investment Fund, L.P., Oaktree Real Estate Opportunities Fund V, L.P. and Oaktree Remington Investment Fund, L.P. The general partner of Oaktree Capital Management, L.P. is Oaktree Holdings, Inc.

4. The general partner of each of Oaktree Opportunities Fund VIII, L.P., Oaktree Opportunities Fund VIII (Parallel), L.P. and Oaktree Opportunities Fund VIII (Parallel 2), L.P. is Oaktree Opportunities Fund VIII GP, L.P. The general partner of Oaktree Opportunities Fund VIII GP, L.P. is Oaktree Opportunities Fund VIII GP Ltd. The sole director of Oaktree Opportunities Fund VIII GP Ltd. is Oaktree Capital Management, L.P., and the sole shareholder of Oaktree Opportunities Fund VIII GP Ltd. is Oaktree Fund GP I, L.P. The general partner of Oaktree Fund GP I, L.P. is Oaktree Capital I, L.P. The general partner of Oaktree Capital I, L.P. is OCM Holdings I, LLC. The managing member of OCM Holdings I, LLC is Oaktree Holdings, LLC. The sole shareholder of Oaktree Holdings, Inc. and the managing member of Oaktree Holdings, LLC is Oaktree Capital Group, LLC. The duly elected manager of Oaktree Capital Group, LLC is Oaktree Capital Group Holdings GP, LLC.

5. The members of Oaktree Capital Group Holdings GP, LLC are Howard Marks, Bruce Karsh, Jay Wintrob, John Frank and Sheldon Stone, who, by virtue of their membership interests in Oaktree Capital Group Holdings GP, LLC, may be deemed to share voting and dispositive power with respect to the Class B shares held by OCM TMM Holdings. Each of the directors, shareholders, general partners, managing members and member described above disclaims beneficial ownership of any new TMM units and shares of Class B common stock owned beneficially or of record by OCM TMM Holdings except to the extent of any indirect pecuniary interest therein, and the inclusion of these securities in this Form 4 shall not be deemed an admission that any such person has beneficial ownership of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

6. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

7. Represents the sale of New TMM Units and Class B common stock by OCM TMM Holdings to the Issuer pursuant to the Purchase Agreement, dated January 11, 2018, by and among the Issuer and certain stockholders named therein, as approved by the board of directors of the Issuer.

	See Exhibit 99.1	01/19/2018
	** Signature of Reporting Person	Date
	See Exhibit 99.1	01/19/2018
	** Signature of Reporting Person	Date
	See Exhibit 99.1	01/19/2018
	** Signature of Reporting Person	Date
	See Exhibit 99.1	01/19/2018
	** Signature of Reporting Person	Date
	See Exhibit 99.1	01/19/2018
	** Signature of Reporting Person	Date
	See Exhibit 99.1	01/19/2018
	** Signature of Reporting Person	Date
	See Exhibit 99.1	01/19/2018
	** Signature of Reporting Person	Date
	See Exhibit 99.1	01/19/2018
	** Signature of Reporting Person	Date
	See Exhibit 99.1	01/19/2018
	** Signature of Reporting Person	Date
	See Exhibit 99.1	01/19/2018
	** Signature of Reporting Person	Date
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.

EXHIBIT 99.1

	OCM TMM Holdings II, L.P.

	By:	OCM TMM Holdings II GP, ULC
	Its:	General Partner

	By:	OCM TMM Holdings LP, Inc.
	Its:	Sole Shareholder

	By:	/s/ Kenneth Liang
	Name:	Kenneth Liang
	Title:	Authorized Signatory

	By:	/s/ Derek Smith
	Name:	Derek Smith
	Title:	Authorized Signatory

	OCM TMM Holdings II GP, ULC

	By:	OCM TMM Holdings LP, Inc.
	Its:	Sole Shareholder

	By:	/s/ Kenneth Liang
	Name:	Kenneth Liang
	Title:	Authorized Signatory

	By:	/s/ Derek Smith
	Name:	Derek Smith
	Title:	Authorized Signatory

	OCM TMM Holdings LP, Inc.

	By:	/s/ Kenneth Liang
	Name:	Kenneth Liang
	Title:	Authorized Signatory

	By:	/s/ Derek Smith
	Name:	Derek Smith
	Title:	Authorized Signatory

	Oaktree TM Holdings CTB, Ltd.

	By:	/s/ Kenneth Liang
	Name:	Kenneth Liang
	Title:	Authorized Signatory

	By:	/s/ Derek Smith
	Name:	Derek Smith
	Title:	Authorized Signatory

	OAKTREE CAPITAL MANAGEMENT, L.P.

	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Vice President

	OAKTREE HOLDINGS, INC.

	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Vice President

	OAKTREE OPPORTUNITIES FUND VIII, L.P. OAKTREE OPPORTUNITIES FUND VIII (PARALLEL), L.P. OAKTREE OPPORTUNITIES FUND VIII (PARALLEL 2), L.P.

	By:	Oaktree Opportunities Fund VIII GP, L.P.
	Its:	General Partner

	By:	Oaktree Opportunities Fund VIII GP Ltd.
	Its:	General Partner

	By: Its:	Oaktree Capital Management, L.P. Sole Director

	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Vice President

	OAKTREE OPPORTUNITIES FUND VIII GP, L.P.

	By:	Oaktree Opportunities Fund VIII GP Ltd.
	Its:	General Partner

	By:	Oaktree Capital Management, L.P.
	Its:	Director

	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Vice President

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Form 4 Taylor Morrison Home For: Jan 17 Filed by: OCM TMM Holdings II GP, ULC

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