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Michigan
(State or other jurisdiction
of incorporation)
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1-9804
(Commission
File Number)
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38-2766606
(IRS Employer
Identification No.)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule lea-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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4.1
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First Amendment to Amended and Restated Section 382 Rights Agreement, dated as of March 14, 2013, between PulteGroup, Inc. and Computershare Trust Company, N.A., as rights agent
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Date: March 15, 2013
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PULTEGROUP, INC.
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By:
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/s/ Steven M. Cook
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Name:
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Steven M. Cook
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Title:
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Senior Vice President,
General Counsel
and Secretary
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1.
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The Company hereby directs the Rights Agent, in its capacity as Rights Agent and in accordance with Section 27 of the Section 382 Rights Agreement, to execute this Amendment.
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2.
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Paragraph (a), clause (i) of Section 7 of the Section 382 Rights Agreement is
hereby amended to read in its entirety as follows:
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3.
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Paragraph (a), clause (vi) of Section 7 of the Section 382 Rights Agreement is
hereby amended to read in its entirety as:
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4.
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This Amendment shall be deemed to be a contract made under the laws of the
State of Michigan and for all purposes shall be governed by and construed in
accordance with the laws of such State applicable to contracts made and to be
performed entirely within such State,
provided
,
however
, that all provisions
regarding the rights, duties and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable
to contracts made and to be performed entirely within such State.
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5.
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This Amendment shall be deemed effective as of March 14, 2013. Except as
otherwise amended hereby, the Section 382 Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby.
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6.
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This Amendment may be executed in counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and both such counterparts
shall together constitute but one and the same instrument. A signature to this Agreement transmitted electronically shall have the same authority, effect, and enforceability as an original signature.
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Attest:
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PULTEGROUP, INC.
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By:
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/s/ Greg M. Nelson
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By:
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/s/ Steven M. Cook
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Name:
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Greg M. Nelson
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Name:
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Steven M. Cook
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Title:
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Assistant Secretary
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Title:
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Senior Vice President, General Counsel and Secretary
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Attest:
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COMPUTERSHARE TRUST COMPANY, N.A.
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By:
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/s/ Douglas Ives
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By:
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/s/ Dennis Moccia
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Name:
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Douglas Ives
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Name:
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Dennis Moccia
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Title:
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Relationship Manager
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Title:
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Manager, Contract Administration
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