13D Filing: TPG Group Holdings (sbs) Advisors, Inc. and Taylor Morrison Home Corp (NYSE:TMHC)

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Taylor Morrison Home Corporation

(Name of Issuer)

Class A common stock, $0.00001 par value

(Title of Class of Securities)

87724P106

(CUSIP Number)

Michael LaGatta

301 Commerce Street, Suite 3300

Fort Worth, TX 76102

(817) 871-4000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 27, 2017

(Date of Event which Requires Filing
of this Statement)

If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule
because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other
parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 10 Pages)

____________

*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).

.

This Amendment No. 2 (the “Amendment”)
amends and supplements the Schedule 13D filed by the Reporting Persons on February 17, 2016, as amended and supplemented by Amendment
No. 1 filed on February 8, 2017 (as so amended, the “Original Schedule 13D” and, as amended and supplemented
by this Amendment, the “Schedule 13D”) with respect to the Class A Shares. Capitalized terms used in this Amendment
and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

Item 2. Identity and Background.

This Amendment amends and restates the
second and third paragraphs of Item 2 of the Original Schedule 13D in their entirety as set forth below:

“Group Advisors is the sole member
of TPG Group Holdings (SBS) Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG Group Holdings
(SBS), L.P., a Delaware limited partnership, which is the sole shareholder of TPG Holdings III-A, Inc., a Cayman Islands corporation,
which is the general partner of TPG Holdings III-A, L.P., a Cayman Islands limited partnership, which is the general partner of
TPG Holdings III, L.P., a Delaware limited partnership, which is the sole shareholder of TPG GenPar VI AIV TM Advisors, Inc., a
Cayman Islands corporation, which is the general partner of TPG GenPar VI AIV TM, L.P., a Cayman Islands limited partnership, which
is the general partner of each of (i) TPG VI TM TE 2016, L.P., a Delaware limited partnership (“TPG TM TE 2016”),
which holds 77,171 Class A Shares, (ii) TPG VI TM 2016-I, L.P., a Delaware limited partnership (“TPG TM 2016-I”),
which holds 83,205 Class A Shares, (iii) TPG VI TM 2016-II, L.P. a Delaware limited partnership (“TPG TM 2016-II”),
which holds 1,228,607 Class A Shares, (iv) TPG VI TM 2016-III, L.P. a Delaware limited partnership (“TPG TM 2016-III”),
which holds 38,755 Class A Shares, (v) TPG VI TM 2016-IV, L.P. a Delaware limited partnership (“TPG TM 2016-IV”
and, together with TPG TM TE 2016, TPG TM 2016-I, TPG TM 2016-II and TPG TM 2016-III, the “TPG Class A Funds”),
which holds 71,994 Class A Shares, and (vi) TPG TM IV-A, L.P., a Cayman Islands limited partnership, which is the sole member
of TPG TM IV, SRL, a Barbados society with restricted liability, which is the sole member of TPG TM III-2, SRL, a Barbados society
with restricted liability, which is the sole shareholder of TPG TMM Holdings GP, ULC, a British Columbia unlimited liability company,
which is the general partner of the TPG TMM Holdings, L.P., a Cayman Islands limited partnership (“TPG TMM Holdings”),
which holds 33,147,848 common partnership units (the “New TMM Units”) of TMM Holdings II Limited Partnership
(“New TMM”) and 33,147,848 shares of Class B common stock (the “Class B Shares”) of the Issuer.
Pursuant to the terms of the Exchange Agreement (as described below), TPG TMM Holdings may exchange all or a portion of its New
TMM Units (along with a corresponding number of Class B Shares) at any time for Class A Shares on a one-for-one basis.

Because of the relationship of Group
Advisors to the TPG Class A Funds and TPG TMM Holdings, Group Advisors may be deemed to beneficially own the securities reported
herein. Messrs. Bonderman and Coulter are sole shareholders of Group Advisors. Because of the relationship of Messrs. Bonderman
and Coulter to Group Advisors, each of Messrs. Bonderman and Coulter may be deemed to beneficially own the securities reported
herein. Messrs. Bonderman and Coulter disclaim beneficial ownership of the securities reported herein except to the extent of their
pecuniary interest therein.”

Item 4. Purpose of Transaction.

This Amendment amends and restates the
final three paragraphs of Item 4 of the Original Schedule 13D in their entirety as set forth below:

“March 2017 Sale of New
TMM Units and Class B Shares

On March 22, 2017, in connection with
a public offering by the Issuer of Class A Shares (the “March 2017 Offering”), TPG TMM Holdings entered into
a Purchase Agreement (the “March 2017 Purchase Agreement”) with the Issuer pursuant to which the Issuer agreed
to purchase from TPG TMM Holdings, and TPG TMM Holdings agreed to sell to the Issuer, 5,000,000 New TMM Units (along with an equal
number of Class B Shares) at a price of $20.78 per New TMM Unit/Class B Share (the “March 2017 Sale”). The March
2017 Sale closed on March 27, 2017. To enable the March 2017 Sale, TPG TMM Holdings received a waiver from the January 2017 Lock-Up
Agreement.

In connection with the March 2017 Offering,
TPG TMM Holdings entered into a lock-up agreement (the “March 2017 Lock-Up Agreement”) pursuant to which it
agreed, subject to certain exceptions, not to offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any
transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition
or effective economic disposition due to cash settlement or otherwise) by TPG TMM Holdings or any controlled affiliate), directly
or indirectly, any Class A Shares or any securities convertible into, or exercisable or exchangeable for such Class A Shares, including
any New TMM Units or any Class B Shares, or publicly announce an intention to effect any such transaction, for a 60-day period
from March 22, 2017.

Other than as described above, none of
the Reporting Persons nor, to the best knowledge of each of the Reporting Persons, without independent verification, any of the
persons listed in Schedule I hereto, currently has any plans or proposals that relate to, or would result in, any of the matters
listed in Items 4(a)–(j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or
reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. As a result of
these activities, one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the
operations, management or capital structure of the Issuer as a means of enhancing shareholder value. Such suggestions or positions
may include one or more plans or proposals that relate to or would result in any of the actions required to be reported herein,
including, without limitation, such matters as acquiring additional securities of the Issuer or disposing of securities of the
Issuer; entering into an extraordinary corporate transaction such as a merger, reorganization or liquidation, involving the Issuer
or any of its subsidiaries; selling or transferring a material amount of assets of the Issuer or any of its subsidiaries; changing
the present board of directors or management of the Issuer, including changing the number or term of directors or filling any existing
vacancies on the board of directors of the Issuer; materially changing the present capitalization or dividend policy of the Issuer;
materially changing the Issuer’s business or corporate structure; changing the Issuer’s certificate of incorporation,
bylaws or instruments corresponding thereto or taking other actions which may impede the acquisition of control of the Issuer by
any person; causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered national securities association; causing a class of equity securities
of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act of 1933, as
amended; and taking any action similar to any of those enumerated above.

References to and descriptions of the
New TMM LPA, Exchange Agreement, Stockholders Agreement, Amendment, Registration Rights Agreement, Governance Agreements, January
2017 Purchase Agreement, January 2017 Lock-Up Agreement, March 2017 Purchase Agreement and March 2017 Lock-Up Agreement set forth
above are not intended to be complete and are qualified, respectively, in their entirety by reference to the full text of the New
TMM LPA, Exchange Agreement, Stockholders Agreement, Amendment, Registration Rights Agreement, Governance Agreements, January 2017
Purchase Agreement, January 2017 Lock-Up Agreement, March 2017 Purchase Agreement and March 2017 Lock-Up Agreement, which are filed
as exhibits hereto and are incorporated by reference herein.”

Item 5. Interest in Securities of the Issuer.

This Amendment amends and restates the
second and third paragraphs of Item 5 of the Original Schedule 13D in their entirety as set forth below:

“(a)-(b) The following sentence
assumes that there is a total of 85,212,270 Class A Shares outstanding, which is the sum of (i) the 52,064,422 Class A Shares
outstanding as of the completion of the March 2017 Offering, as reported in the Issuer’s prospectus supplement filed with
the Commission on March 24, 2017, and (ii) the 33,147,848 Class A Shares issuable to TPG TMM Holdings upon the exchange of
33,147,848 New TMM Units and 33,147,848 Class B Shares. Pursuant to Rule 13d-3 under the Act, the Reporting Persons may be deemed
to beneficially own 34,647,580 Class A Shares, which constitutes approximately 40.7% of the outstanding Class A Shares.

Because of the relationship between TPG
TMM Holdings and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3
under the Act, to beneficially own 67,795,427 Class A Shares, which represents the (i) Class A Shares held by the TPG Class
A Funds and (ii) number of Class A Shares that would be received in the aggregate by TPG TMM Holdings and the Holders upon
exchange

of all of the Class B Shares and New TMM Units held by TPG
TMM Holdings and the Holders. 67,795,427 Class A Shares represents 57.3% of the total number of outstanding Class A Shares (assuming
that there is a total of 118,360,117 Class A Shares outstanding, which is the sum of (i) the 52,064,422 Class A Shares outstanding
as of the completion of the March 2017 Offering, as reported in the Issuer’s prospectus supplement filed with the Commission
on March 24, 2017, and (ii) 66,295,695 Class A Shares that are issuable in exchange for the 66,295,695 Class B Shares and
corresponding New TMM Units held in the aggregate by TPG TMM Holdings and the Holders).”

Item 7. Material to be Filed as Exhibits.

This Amendment amends and supplements
Item 7 of the Original Schedule 13D by adding the following:

“11.     Purchase Agreement,
dated as of March 22, 2017, by and between the Issuer and the other parties named therein (incorporated by reference to Exhibit
10.1 to the Issuer’s Current Report on Form 8-K filed with the Commission on March 27, 2017).

SIGNATURE

After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 29, 2017

TPG Group Holdings (SBS) Advisors,
Inc.

By: /s/ Michael LaGatta              

Name: Michael LaGatta

Title: Vice President

David Bonderman

By: /s/ Clive Bode                        

Name: Clive Bode, on behalf of David
Bonderman (1)

James G. Coulter

By: /s/ Clive Bode                        

Name: Clive Bode, on behalf of James
G. Coulter (2)

(1) Clive Bode is signing on behalf of Mr. Bonderman pursuant to
an authorization and designation letter dated June 19, 2015, which was previously filed with the Commission as an exhibit to an
amendment to Schedule 13D filed by Mr. Bonderman on June 22, 2015 (SEC File No. 005-87680).

(2) Clive Bode is signing on behalf of Mr. Coulter pursuant to an
authorization and designation letter dated June 19, 2015, which was previously filed with the Commission as an exhibit to an amendment
to Schedule 13D filed by Mr. Coulter on June 22, 2015 (SEC File No. 005-87680).

SCHEDULE I

All addresses are c/o TPG Global, LLC, 301 Commerce Street, Suite
3300, Fort Worth, Texas 76102.

INDEX TO EXHIBITS

1. Agreement of Joint Filing by TPG Advisors II, Inc., TPG Advisors III, Inc., TPG Advisors
   V, Inc., TPG Advisors VI, Inc., T3 Advisors, Inc., T3 Advisors II, Inc., TPG Group Holdings (SBS) Advisors, Inc., David Bonderman
   and James G. Coulter, dated as of February 14, 2011 (incorporated by reference to Exhibit 1 to Schedule 13G filed with the Commission
   on February 14, 2011 by TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter).
2. Amended and Restated Agreement of Exempted Limited Partnership of TMM Holdings II
   Limited Partnership, dated as of April 9, 2013 (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report
   on Form 8-K filed with the Commission on April 15, 2013).
3. Exchange Agreement, dated as of April 9, 2013, by and among the Issuer and the other
   parties named therein (incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K filed with the
   Commission on April 15, 2013).
4. Stockholders Agreement, dated as of April 9, 2013, by and among the Issuer and the
   other parties named therein (incorporated by reference to Exhibit 10.4 to the Issuer’s Current Report on Form 8-K filed with
   the Commission on April 15, 2013).
5. Amendment No. 1, dated as of March 6, 2014, to the Stockholders Agreement, dated
   as of April 9, 2013, by and among the Issuer and the other parties named therein (incorporated by reference to Exhibit 10.1 to
   the Issuer’s Current Report on Form 8-K filed with the Commission on March 7, 2014).
6. Registration Rights Agreement, dated as of April 9, 2013, by and among the Issuer
   and the other parties named therein (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K
   filed with the Commission on April 15, 2013).
7. U.S. Parent Governance Agreement, dated as of April 9, 2013, by and among the Issuer,
   Taylor Morrison Holdings, Inc. and the other parties named therein (incorporated by reference to Exhibit 10.7 to the Issuer’s
   Current Report on Form 8-K filed with the Commission on April 15, 2013).
8. Canadian Parent Governance Agreement, dated as of April 9, 2013, by and among the
   Issuer, Monarch Communities Inc. and the other parties named therein (incorporated by reference to Exhibit 10.8 to the Issuer’s
   Current Report on Form 8-K filed with the Commission on April 15, 2013).
9. Purchase Agreement, dated as of January 31, 2017, by and between the Issuer
   and the other parties named therein (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K
   filed with the Commission on January 6, 2017).
10. Lock-Up Agreement, dated January 31, 2017, by and between TPG TMM Holdings II, L.P.
    and J.P. Morgan Securities LLC, as representative of the several underwriters.
11. Purchase Agreement, dated as of March 22, 2017, by and between the Issuer and the
    other parties named therein (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with
    the Commission on March 27, 2017).
12. Lock-Up Agreement, dated March 22, 2017, by and between TPG TMM Holdings II, L.P.
    and Credit Suisse Securities (USA) LLC, as representative of the several underwriters.