Meritage Homes Form 4 / Phillippe Lord ownership change

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^*

Lord Phillippe

(Last)

(First)

(Middle)

18655 NORTH CLARET DRIVE

SUITE 400

(Street)

SCOTTSDALE

85255

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Meritage Homes CORP [ MTH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
M/TH COMMON STOCK	03/01/2024		A		24,466⁽¹⁾	A	$0	120,885	I	Limited Partnership, Limited Liability Company and Charitable Foundation
M/TH COMMON STOCK	03/04/2024		S		14,414⁽²⁾	D	$157.99⁽³⁾	106,471	I	Limited Partnership, Limited Liability Company and Charitable Foundation
M/TH COMMON STOCK	03/04/2024		S		2,840⁽²⁾	D	$158.81⁽⁴⁾	103,631	I	Limited Partnership, Limited Liability Company and Charitable Foundation
M/TH COMMON STOCK	03/04/2024		S		665⁽²⁾	D	$159.94⁽⁵⁾	102,966	I	Limited Partnership, Limited Liability Company and Charitable Foundation
M/TH COMMON STOCK	03/04/2024		S		200⁽²⁾	D	$160.86	102,766⁽⁶⁾⁽⁷⁾	I	Limited Partnership, Limited Liability Company and Charitable Foundation
MTH Common Shares								53,353⁽⁸⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents vesting of performance-based restricted stock units upon achievement of pre-specified performance targets.

2. Represents sale of shares to cover required tax withholdings under a 10b5-1 plan.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $157.46 to $158.45, inclusive. The reporting person undertakes to provide to the Registrant, any security holder of the Registrant, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $158.48 to $159.33, inclusive. The reporting person undertakes to provide to the Registrant, any security holder of the Registrant, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $159.68 to $160.23, inclusive. The reporting person undertakes to provide to the Registrant, any security holder of the Registrant, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. Balance reflects all other holdings, including restricted stock units that have previously vested.

7. 42,760 shares are held by a family limited partnership controlled by Mr. Lord, 57,506 shares are held by a limited liability company controlled by Mr. Lord, and 2,500 shares are held by a charitable foundation controlled by Mr. Lord. Mr. Lord disclaims beneficial ownership of the share held by the charitable foundation as he has no pecuniary interest in such shares.

8. Balance represents restricted stock units not vested.

Remarks:

	/s/ Alison Sasser, attorney-in-fact for Phillippe Lord	03/05/2024
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

Meritage Homes (MTH) Form 4Meritage Homes / Phillippe Lord ownership change