UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(AMENDMENT NO. )*
TRI Pointe Homes, Inc.
(NAME OF ISSUER)
Common Stock
(TITLE OF CLASS OF SECURITIES)
87265H109
(CUSIP NUMBER)
December 31, 2013
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | 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 the disclosures provided in a prior cover page. |
The information required in 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).
| 1 | NAME OF REPORTING PERSONS
Douglas F. Bauer | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
| ||||
| 6 | SHARED VOTING POWER
2,583,309 | |||||
| 7 | SOLE DISPOSITIVE POWER
738,995 | |||||
| 8 | SHARED DISPOSITIVE POWER
| |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,583,309 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.2% | |||||
| 12 | TYPE OF REPORTING PERSON (see instructions)
IN | |||||
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| 1 | NAME OF REPORTING PERSONS
Michael D. Grubbs | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
| ||||
| 6 | SHARED VOTING POWER
2,583,309 | |||||
| 7 | SOLE DISPOSITIVE POWER
629,047 | |||||
| 8 | SHARED DISPOSITIVE POWER
| |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,583,309 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.2% | |||||
| 12 | TYPE OF REPORTING PERSON (see instructions)
IN | |||||
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| 1 | NAME OF REPORTING PERSONS
Thomas J. Mitchell | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
| ||||
| 6 | SHARED VOTING POWER
2,583,309 | |||||
| 7 | SOLE DISPOSITIVE POWER
738,995 | |||||
| 8 | SHARED DISPOSITIVE POWER
| |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,583,309 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.2% | |||||
| 12 | TYPE OF REPORTING PERSON (see instructions)
IN | |||||
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| 1 | NAME OF REPORTING PERSONS
BMG Homes, Inc. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
| ||||
| 6 | SHARED VOTING POWER
2,583,309 | |||||
| 7 | SOLE DISPOSITIVE POWER
476,272 | |||||
| 8 | SHARED DISPOSITIVE POWER
| |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,583,309 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.2% | |||||
| 12 | TYPE OF REPORTING PERSON (see instructions)
CO | |||||
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Item 1(a). Name of Issuer:
TRI Pointe Homes, Inc.
Item 1(b). Address of Issuer’s Principal Executive Offices:
19520 Jamboree Road, Suite 200
Irvine, CA 92612
Item 2(a). Name of Person(s) Filing:
This Schedule 13G is being filed on behalf of the following persons (“Reporting Persons”):
Douglas F. Bauer
Michael D. Grubbs
Thomas J. Mitchell
BMG Homes, Inc.
Item 2(b). Address of Principal Business Office or; if none, residence:
The address of the principal business office of each of the Reporting Persons is:
19520 Jamboree Road, Suite 200, Irvine, CA 92612
Item 2(c). Citizenship:
The citizenship of each of the Reporting Persons is:
Douglas F. Bauer: United States
Michael D. Grubbs: United States
Thomas J. Mitchell: United States
BMG Homes, Inc.: Delaware
Item 2(d). Title of Class of Securities:
Common Stock, $.01 par value per share
Item 2(e). CUSIP Number:
87265H109
Item 3. NOT APPLICABLE
Item 4. Ownership:
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount Beneficially Owned: Each of the Reporting Persons may be deemed to own beneficially 2,583,309 shares of Common Stock |
| (b) | Percent of Class: 8.2% |
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote 0 |
| (ii) | shared power to vote or to direct the vote |
By virtue of the Investor Rights Agreement dated January 30, 2013, and as amended November 3, 2013, entered into by the Reporting Persons, the Reporting Persons may be deemed to share the power to direct the vote of 2,583,309 shares
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| (iii) | sole power to dispose or to direct the disposition of |
Douglas Bauer: 738,995 shares
Michael D. Grubbs: 629,047 shares
Thomas J. Mitchell: 738,995 shares
BMG Homes, Inc.: 476,272 shares
| (iv) | shared power to dispose or to direct the disposition of 0 |
Item 5. Ownership of Five Percent or Less of a Class:
NOT APPLICABLE
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨
Item 6. Ownership of More than Five Percent on behalf of Another Person: NOT APPLICABLE
Item 7. Identification and Classification of the Subsidiary which Acquired the Security being Reported on by the Parent Holding Company: NOT APPLICABLE
Item 8. Identification and Classification of Members of the Group: NOT APPLICABLE
Item 9. Notice of Dissolution of Group: NOT APPLICABLE
Item 10. Certification:
NOT APPLICABLE
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| DATE: February 13, 2014 |
| /s/ Douglas F. Bauer |
| DOUGLAS F. BAUER |
| /s/ Michael D. Grubbs |
| MICHAEL D. GRUBBS |
| /s/ Thomas J. Mitchell |
| THOMAS J. MITCHELL |
| BMG HOMES, INC. |
| By: | /s/ Douglas F. Bauer | |
| Name: Douglas F. Bauer | ||
| Title: Chief Executive Officer | ||
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