UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 27, 2017

 

TRI Pointe Group, Inc.
(Exact name of registrant as specified in its charter)

 
					
Delaware	 	1-35796	 	61-1763235	
(State or Other Jurisdiction
of Incorporation)	 	(Commission
File Number)	 	(IRS Employer
Identification No.)	
		
19540 Jamboree Road, Suite 300, Irvine, California	 	92612	
(Address of principal executive offices)	 	(Zip Code)	
Registrant’s telephone number, including area code (949) 438-1400
Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
 
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
 
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
 
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	

 

Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.	
Yesterday, TRI Pointe Group, Inc. (the “Company”) filed a Form 8-K announcing the resignations of two directors, Messrs. Barry S. Sternlicht and Christopher D. Graham. The Company was not made aware of any disagreement, nor was any correspondence provided by these directors to us, in connection with the resignations.
Subsequent to the filing of yesterday’s Form 8-K, Starwood Capital Group, a firm associated with the two resigning directors, released a press release providing reasons for the resignations of the directors.    A copy of this communication is attached as Exhibit 99.1.
 
Item 9.01	Financial Statements and Exhibits	
(d) Exhibits

Exhibit
Number	  	Description	
		
99.1	  	Starwood Capital Group Press Release dated March 30, 2017	

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 31, 2017

TRI Pointe Group, Inc.	
		
By:	 	/s/ Bradley W. Blank	
	 	Bradley W. Blank	
	 	Vice President, General Counsel and	
	 	Secretary	

			
EXHIBIT INDEX
 	
Exhibit
Number	  	Description	
		
99.1	  	Starwood Capital Group Press Release dated March 30, 2017	

EXHIBIT 99.1
Starwood Capital Group Confirms Sale of its Stake in TRI Pointe Group
MIAMI, March 30, 2017 /PRNewswire/ — Starwood Capital Group, a leading global investment firm, confirmed today that last week the firm and its controlled affiliates sold their entire 11,985,905 million common stock position in TRI Pointe Group, Inc. (NYSE: TPH). Starwood Capital Group said the decision to exit its stake was due to its ongoing disappointment in the performance of the Company over the past several years, lack of confidence in the strategic direction of the Company and disagreement over the best way to maximize shareholder value. Accordingly, Starwood Capital Group’s two representatives on the TRI Pointe Board — Barry Sternlicht, Chairman of the Board, and Christopher Graham — have resigned from their positions on the Board.
About Starwood Capital Group
Starwood Capital Group is a private alternative investment firm with a core focus on global real estate, energy infrastructure and oil & gas. The Firm and its affiliates maintain nine offices in three countries around the world, and currently have more than 2,000 employees. Starwood Capital Group has raised over $37 billion of equity capital since its inception in 1991, and currently manages approximately $52 billion in assets. The Firm has invested in virtually every category of real estate on a global basis, opportunistically shifting asset classes, geographies and positions in the capital stack as it perceives risk/reward dynamics to be evolving. Over the past 25 years, Starwood Capital Group and its affiliates have successfully executed an investment strategy that involves building enterprises in both the private and public markets. Additional information can be found at www.starwoodcapital.com .