SEC FORM 4 SEC Form 4
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*
Lowe Robin N

(Last) (First) (Middle)
C/O FRONT YARD RESIDENTIAL CORPORATION
5100 TAMARIND REEF

(Street)
CHRISTIANSTED VI 00820

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Front Yard Residential Corp [ RESI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
01/11/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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)
Code V Amount (A) or (D) Price
Common Stock 01/11/2021 D(1) 168,334(2) D (1) 0 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $10.04 01/11/2021 D 65,583 (4) 08/09/2023 Common Stock 65,583 (3) 0 D
Explanation of Responses:
1. Reflects disposition in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of October 19, 2020 (the "Original Agreement"), as amended by the First Amendment to Agreement and Plan of Merger, dated as of November 20, 2020 (the "Amendment" and, together with the Original Agreement, the "Merger Agreement"), by and among the Issuer, Pretium Midway Holdco, LP ("Parent") and Midway AcquisitionCo REIT ("Merger Sub"), pursuant to which the Issuer merged with and into Merger Sub (the "Merger"), with Merger Sub surviving the Merger as a wholly owned subsidiary of Parent, and each share of the Issuer's common stock, par value $0.01 per share (the "Shares" and each, a "Share") issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive $16.25 per Share in cash without interest and subject to deduction for any required withholding taxes.
2. Includes 77,731 restricted stock units ("RSUs"), which, upon vesting, settle for shares of common stock. In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each of these RSUs (whether vested or unvested) was automatically cancelled in exchange for the right to receive a cash payment in the amount equal to (i) the product of (A) the number of Shares subject to such RSU immediately prior to the effective time of the Merger and (B) $16.25, plus (ii) the value as of the effective time of the Merger of all accrued but unpaid dividend equivalents with respect to such RSU, less any required withholding tax.
3. In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each of these options (whether vested or unvested) was automatically cancelled in exchange for the right to receive a cash payment in the amount equal to the product of (i) the number of Shares subject to such option immediately prior to the effective time of the Merger and (ii) the amount, if any, by which $16.25 exceeds the exercise price per Share subject to such option, less any required withholding taxes.
4. Immediately.
Remarks:
/s/ Stephen H. Gray, Attorney-in-Fact 01/12/2021
** 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).
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