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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| LENNAR CORP /NEW/ 5505 WATERFORD DISTRICT DRIVE MIAMI, FL 33126 |
X | |||
| Len X, LLC 5505 WATERFORD DISTRICT DRIVE MIAMI, FL 33126 |
X | |||
| Len FW Investor, LLC 5505 WATERFORD DISTRICT DRIVE MIAMI, FL 33126 |
X | |||
| /s/ Mark Sustana as VP, GC and Secretary of Lennar Corporation | 10/01/2024 | |
| **Signature of Reporting Person | Date | |
| /s/ Mark Sustana as VP of LEN X, LLC | 10/01/2024 | |
| **Signature of Reporting Person | Date | |
| /s/ Mark Sustana as VP of LEN FW Investor, LLC | 10/01/2024 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | On September 27, 2024, RE Closing Buyer Corp. ("Parent") acquired the Issuer pursuant to certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 28, 2024, by and among the Issuer, Parent, and RE Closing Merger Sub Inc., a wholly-owned subsidiary of Parent ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Parent (the "Merger"). |
| (2) | As of the effective time of the Merger (the "Effective Time"), pursuant to the Merger Agreement, each share of the Issuer's common stock outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive $6.29 in cash (the "Merger Consideration"). |
| (3) | These securities are directly owned by Len FW Investor, LLC ("LEN FW"), the sole member of which is LEN X, LLC ("LENX"), which is a wholly-owned subsidiary of Lennar Corporation ("Lennar"), a publicly traded company with its stock listed on the NYSE. LENX and Lennar are indirect beneficial owners and disclaim beneficial ownership except to the extent of their pecuniary interest therein. |
| (4) | These securities are directly owned by LENX ST Investor, LLC, the sole member of which is LENX, which is a wholly-owned subsidiary of Lennar. LENX and Lennar are indirect beneficial owners and disclaim beneficial ownership except to the extent of their pecuniary interest therein. |