SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)

AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. 1)*

William Lyon Homes

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

552074700

(CUSIP Number)

William H. Lyon

4695 MacArthur Court, 8th Floor

Newport Beach, CA, 92660

Tel: (949) 833-3600

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

December 14, 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 for other parties to whom copies are to be sent.

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 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).

SCHEDULE 13D

SCHEDULE 13D

This Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D filed by the Reporting Persons identified below with the Securities and Exchange Commission on June 24, 2013 (The “Original Schedule 13D”). Unless set forth below, all Items set forth in the Original Schedule 13D are unchanged. All capitalized terms used herein that are not defined herein have the meanings for such terms set forth in the Original Schedule 13D.

The disclosure in Item 2 of the Original Schedule 13D is hereby amended and restated to read in its entirety as follows:

The names of the persons filing this Statement on Schedule 13D are:

Mr. Lyon and the Lyon Investor are collectively referred to in this Statement on Schedule 13D as the “Reporting Persons.”

The business address for each of the Reporting Persons is: 4695 MacArthur Court, 8th Floor, Newport Beach, CA, 92660.

Mr. Lyon is the Executive Chairman and Chairman of the Board of Directors of William Lyon Homes, a Delaware corporation (the “Issuer”), which is primarily engaged in the design, construction, marketing and sale of single-family detached and attached homes. The Issuer’s principal executive offices are located at 4695 MacArthur Court, 8th Floor, Newport Beach, California 92660.

The Lyon Investor is a privately-owned limited liability company that was formed for the purpose of acquiring and holding securities of the Issuer. Mr. Lyon is the manager of the Lyon Investor, and the members of the Lyon Investor are three trusts of which Mr. Lyon is the beneficiary. See Item 5 of this Statement on Schedule 13D for additional information concerning the current ownership and voting control of the Lyon Investor.

(d), (e)    CRIMINAL CONVICTIONS; CERTAIN CIVIL PROCEEDINGS:

During the last five years, neither of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding is or been subject to a judgment, decree or final order enjoining future violations or prohibiting activities subject to federal or state securities laws or finding any violation with respect to such laws.

Mr. Lyon is a citizen of the United States. The Lyon Investor is a limited liability company organized under the laws of the state of Delaware.

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The disclosure in Item 3 of the Original Schedule 13D is hereby amended to add the following:

Acquisition of Additional Shares of Class A and Class B Common Stock of the Issuer

Mr. Lyon received an aggregate of 276,484 additional shares of Class A Common Stock reported as beneficially owned by him herein pursuant to restricted stock awards made by the Issuer under its Amended and Restated 2012 Equity Incentive Plan, some of which awards remain unvested (including certain awards that remain subject to achievement of certain performance conditions). The awards were made in consideration of Mr. Lyon’s service as an officer and employee of the Issuer.

Pursuant to a Stock Purchase Agreement dated December 14, 2017 (the “2017 Class B Stock Purchase Agreement”) between the Lyon Investor and the Issuer, the Lyon Investor purchased from the Issuer an aggregate of 1,003,510 shares of the Issuer’s Class B Common Stock (the “Additional Class B Shares”). The Additional Class B Shares are convertible at any time on a one-for-one basis into shares of Class A Common Stock. The Issuer issued the Additional Class B Shares following certain issuances by the Issuer of shares of its Class A Common Stock and pursuant to the exercise by the Lyon Investor, as a holder of shares of Class B Common Stock, of preemptive rights under the Issuer’s Third Amended and Restated Certificate of Incorporation to purchase a number of shares of Class B Common Stock in order to maintain the Lyon Investor’s voting power (based on the Lyon Investor’s holdings of shares of Class B Common Stock outstanding immediately prior to such issuances of Class A Common Stock). The foregoing description of the 2017 Class B Stock Purchase Agreement is qualified in its entirety by the actual terms of the 2017 Class B Stock Purchase Agreement, a copy of which is filed as an Exhibit to this Schedule 13D and incorporated herein by reference.

Pursuant to the terms of the 2017 Class B Stock Purchase Agreement, the Lyon Investor paid an aggregate cash consideration of $29.9 million for the Additional Class B Shares. The Lyon Investor obtained the funds necessary to pay the purchase price for the Additional Class B Shares through capital contributions made to the Lyon Investor by its members for the purpose of enabling the Lyon Investor to purchase such securities from the Issuer. As of the time of the purchase, the members of the Lyon Investor consist of three trusts of which Mr. Lyon is the beneficiary. See Item 5 of this Statement on Schedule 13D for additional information concerning the ownership and control of the Lyon Investor.

The disclosure in Item 4 of the Original Schedule 13D is hereby amended and restated to read in its entirety as follows:

All of the shares of Class A Common Stock reported herein as being beneficially owned by the Reporting Persons were acquired for investment purposes.

The Reporting Persons reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed, such securities at any time or to formulate any purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading decisions of the Reporting Persons, market conditions or other factors. The Reporting Persons may communicate with members of the Issuer’s management and/or Board of Directors (the “Board”) or with other shareholders or third parties to discuss any purposes, plans or proposals. Mr. Lyon, as an officer and director of the Issuer, is also eligible to receive grants and awards of additional securities of the Issuer pursuant to equity incentive and similar equity compensation plans that may be implemented from time to time by the Issuer.

The disclosure in Item 5 of the Original Schedule 13D is hereby amended and restated to read in its entirety as follows:

(a)

The Reporting Persons beneficially own an aggregate of 7,068,533 shares of Class A Common Stock, representing 17.63% of the outstanding shares of Class A Common Stock. Of the shares of Class A Common Stock reported as beneficially owned by the Reporting Persons herein:

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The members of Lyon Investor are the Lyon Separate Property Trust, the Lyon Shareholder 2012 Irrevocable Trust No. 1 established December 24, 2012, and the Lyon Shareholder 2012 Irrevocable Trust No. 2 established December 24, 2012 (collectively with the Lyon Separate Property Trust, the “Lyon Trusts”). Mr. Lyon is the manager of the Lyon Investor and the trustee of the Lyon Separate Property Trust, and in such capacities, has voting and investment power with respect to the securities held by the Lyon Investor and the Lyon Separate Property Trust. Mr. Lyon is the beneficiary of each of the Lyon Trusts.

The aggregate Class A Common Stock share and percentage ownership figures for the Reporting Persons referenced above assume the exercise in full of the Class B Warrant by the Lyon Investor and the conversion of all shares of Class B Common Stock owned by the Lyon Investor into shares of Class A Common Stock on a one-for-one basis. Such figures further are based upon (i) 33,135,650 shares of Class A Common Stock otherwise outstanding as of December 1, 2017, as reported by the Issuer in its Current Report on Form 8-K filed on December 14, 2017 (the “Subject Form 8-K”), and prior to any exercise of the Class B Warrant or any conversion of shares of Class B Common Stock by the Lyon Investor, and (ii) there being outstanding an additional 222,360 shares of Class A Common Stock reported as beneficially owned by Mr. Lyon herein that are not otherwise included in the outstanding shares of Class A Common Stock reported by the Company in the Subject Form 8-K by reason of such additional shares being subject to unvested restricted stock awards.

The Lyon Investor, as the holder of Class B Common Stock of the Issuer, is entitled to cast five votes per share of Class B Common Stock in any election of directors and on any other matter on which the Issuer’s stockholders are entitled to vote generally. Each holder of Class A Common Stock is entitled to cast one vote per share of Class A Common Stock in any election of directors and on any other matter on which the Issuer’s stockholders are entitled to vote generally. Except as otherwise required by law or the Issuer’s Certificate of Incorporation, on all matters submitted to a vote of the Issuer’s stockholders generally, the holders of the Class A Common Stock and Class B Common Stock vote together as a single class. Assuming the exercise in full of the Class B Warrant, the shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Persons as reported herein represent 50.71% of the total voting power of the Issuer’s outstanding common stock. Excluding the shares of Class B Common Stock issuable upon exercise of the Class B Warrant, the shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Persons as reported herein represent 42.53% of the total voting power of the Issuer’s outstanding common stock.

(b)

The number of shares of Class A Common Stock beneficially owned by Mr. Lyon as reported herein and as to which he has:

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The number of shares of Class A Common Stock beneficially owned by the Lyon Investor as reported herein and as to which the Lyon Investor has:

(c)

Pursuant to the 2017 Class B Stock Purchase Agreement between the Lyon Investor and the Issuer, the Lyon Investor purchased from the Issuer on December 14, 2017 an aggregate of 1,003,510 shares of the Issuer’s Class B Common Stock for a purchase price of $29.9 million. The information contained in the final two paragraphs of Item 3 of this Schedule 13D pertaining to the 2017 Class B Stock Purchase Agreement and the purchase by the Lyon Investor of these Additional Class B Shares is hereby incorporated by reference. Except for the purchase of the Additional Class B Shares, the Reporting Persons have not effected any transactions in the Class A Common Stock during the past 60 days prior to the date of this filing.

(d)

Of the shares of Class A Common Stock reported as beneficially owned by the Reporting Persons herein:

Each of the Lyon Separate Property Trust and the Lyon Investor has the right to receive or the power to direct the receipt of dividends from, or the proceeds from sale of, the securities owned by it. Mr. Lyon is the trustee of the Lyon Separate Property Trust and the manager of the Lyon Investor, and in such capacities, has voting and investment power with respect to the securities held by each of them.

(e)

Not applicable.

The disclosure in Item 6 of the Original Schedule 13D is hereby amended to add the following:

The Voting Agreement dated as of May 15, 2013 by and among the Lyon Investor, WLH Recovery Acquisition LLC (the “Paulson Investor”) and certain funds and accounts managed by Luxor Capital Group, LP (collectively, the “Luxor Investors”) has terminated and is of no further force or effect by reason of the Paulson Investor and the Luxor Investors ceasing to own a minimum number of shares of Class A Common Stock of the Issuer as provided in the Voting Agreement.

The Lock-Up Agreement dated as of May 15, 2013 and entered into by the Reporting Persons with the Issuer and the representatives of the several underwriters for the Issuer’s initial public offering of Class A Common Stock has expired by its terms.

The Lyon Investor is party to the 2017 Class B Stock Purchase Agreement, a description of which is set forth in Item 3 of this Schedule 13D and incorporated in this Item 6 by reference. Such description is qualified in its entirety by the actual terms of the 2017 Class B Stock Purchase Agreement, a copy of which is filed as an Exhibit to this Schedule 13D and incorporated herein by reference.

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The disclosure in Item 7 of the Original Schedule 13D is hereby amended to add the following:

Exhibit H – 2017 Class B Stock Purchase Agreement

Exhibit I – Joint Filing Agreement

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SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that that the information with respect to it set forth in this statement is true, complete and correct.

Dated: December 14, 2017

EXHIBIT H

TO STATEMENT ON SCHEDULE 13D

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”), dated as of December 14, 2017, is entered into by and between William Lyon Homes, a Delaware corporation (the “Company”), and Lyon Shareholder 2012, LLC, a Delaware limited liability company (“Purchaser”).

WHEREAS, Section 7 of Article IV of the Third Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”) grants preemptive rights (the “Preemptive Rights”) to each holder of Class B Common Stock, par value $0.01 per share (the “Class B Common Stock”), to purchase that number of shares of Class B Common Stock in order to maintain such holder’s pro rata portion (based on such holder’s holdings of the shares of Class B Common Stock outstanding immediately prior to such issuance), as calculated in the Certificate of Incorporation, following certain sales or issuances by the Company of its Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”);

WHEREAS, in accordance with the terms of the Certificate of Incorporation, shares of Class B Common Stock that may be purchased pursuant to the Preemptive Rights will be purchased, in the case of shares of Class A Common Stock issued upon the settlement of instruments evidencing rights or options to subscribe for, purchase, or otherwise acquire shares of Class A Common Stock, at a purchase price per share equal to the per share price of the Class A Common Stock at the close of business on the date of such issuance;

WHEREAS, the Company previously issued an aggregate of 1,150,000 tangible equity units, each of which was comprised of a senior subordinated amortizing note and a prepaid stock purchase contract (each, a “Purchase Contract”);

WHEREAS, on November 27, 2017, in accordance with the early settlement of certain of the Purchase Contracts in accordance with their terms, the Company issued an aggregate of 670,811 shares of Class A Common Stock, thereby entitling Purchaser, as the sole holder of Class B Common Stock, to purchase up to 131,645 shares of Class B Common Stock, at a price per share of $29.23 (equal to the per share closing price of the Class A Common Stock on the New York Stock Exchange on November 27, 2017), pursuant to the Preemptive Rights granted under the Certificate of Incorporation;

WHEREAS, on December 1, 2017, in accordance with the mandatory settlement of the remaining Purchase Contracts in accordance with their terms, the Company issued an aggregate of 4,442,662 shares of Class A Common Stock, thereby entitling Purchaser, as the sole holder of Class B Common Stock, to purchase up to 871,865 shares of Class B Common Stock, at a price per share of $29.89 (equal to the per share closing price of the Class A Common Stock on the New York Stock Exchange on December 1, 2017), pursuant to the Preemptive Rights granted under the Certificate of Incorporation; and

WHEREAS, subject to the terms and conditions set forth herein and in accordance with the Preemptive Rights granted under the Certificate of Incorporation, Purchaser desires to purchase from the Company, and the Company desires to issue and sell to Purchaser, the Shares (as defined below);

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NOW THEREFORE, in consideration of the mutual agreements, representations, warranties and covenants herein contained, the parties hereto agree as follows:

1.    Authorization, Purchase and Sale of Shares.

1.1    Authorization, Purchase and Sale. The Company hereby agrees to issue and sell to Purchaser, and Purchaser hereby agrees to purchase from the Company, 1,003,510 shares of Class B Common Stock of the Company (the “Shares”). The aggregate purchase price for the Shares is $29,908,028.20 (the “Purchase Price”).

1.2    Closing. The closing of the purchase and sale of the Shares (the “Transaction”) shall take place at the offices of the Company concurrently herewith. At the closing, (a) the Company shall instruct American Stock Transfer and Trust Company, the Company’s registrar and transfer agent, to issue the Shares in book entry form in Purchaser’s name and to place an appropriate legend referring to the fact that the Shares were sold in reliance upon an exemption from registration under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), and shall deliver to Purchaser any other documents as may be necessary or appropriate to vest in Purchaser good and marketable title in the Shares, free and clear of all liens, encumbrances and restrictions on transfer, other than liens or encumbrances created by or imposed upon Purchaser, and other than restrictions on transfer pursuant to applicable state and federal securities laws, against payment therefor, and (b) Purchaser shall deliver the Purchase Price by wire transfer of immediately available funds to the account designated in Annex A.

2.    Representations and Warranties of the Company. The Company hereby represents and warrants to Purchaser as follows:

2.1    Organization and Power. The Company is a legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.

2.2    Authorization.

(a)    The Company has all requisite corporate or other power to enter into this Agreement, to consummate the Transaction contemplated hereby and to carry out and perform its obligations hereunder. All requisite action on the part of the Company, its officers and directors necessary for the authorization, execution, delivery and performance of this Agreement and the Transaction contemplated hereby has been taken.

(b)    The rights, preferences, privileges and restrictions of the Shares are as stated in the Certificate of Incorporation. The Shares have been duly authorized by all necessary corporate action on the part of the Company, and upon payment for and delivery of the Shares in accordance with this Agreement and the book-entry of the Shares by the transfer agent for the Company’s Class B Common Stock in the name of Purchaser, the Shares (i) will be validly issued, fully paid and non-assessable; (ii) will be free and clear of all security interests, liens, equities, claims, pledges, restrictions on transfer, limitations on voting rights, charges or other encumbrances or restrictions of any nature whatsoever (collectively, “Liens ”), except (A) as provided in the Certificate of Incorporation, (B) for such restrictions on transfer as may be imposed under applicable federal or state securities laws or related securities trading policies of the Company applicable to its directors and officers or their respective Affiliates (as defined for purposes of the Securities Act), or (C) for any Liens created by or imposed upon Purchaser; and (iii) will not be subject to, or will have been issued in compliance with, any preemptive or similar rights.

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(c)    The shares of Class A Common Stock issuable upon conversion of the Shares (the “Conversion Shares”) have been duly and validly reserved for issuance and, upon issuance following a conversion of any of the Shares in accordance with the Certificate of Incorporation, (i) will be validly issued, fully paid and non-assessable; (ii) will be free and clear of all Liens except (A) as provided in the Certificate of Incorporation, (B) for such restrictions on transfer as may be imposed under applicable federal or state securities laws or related securities trading policies of the Company applicable to its directors and officers or their respective Affiliates (as defined for purposes of the Securities Act), or (C) any Liens created by or imposed upon Purchaser; and (iii) will not be subject to, or will have been issued in compliance with, any preemptive or similar rights.

2.3    Enforceability. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

2.4    No Conflict. The execution, delivery and performance of this Agreement by the Company, including the issuance of the Shares and any Conversion Shares and the consummation of the Transaction contemplated hereby, will not (a) conflict with or result in any violation of any provision of the Certificate of Incorporation or bylaws (or similar governing documents) of the Company, (b) result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or require consent under, any mortgage, contract, purchase or sale order, instrument, permit, concession, franchise, right or license binding upon the Company or any Shares or Conversion Shares, or any settlement binding upon the Company or any Shares or Conversion Shares, or result in the creation of any Lien upon any Shares or Conversion Shares, or (c) conflict with or violate any applicable material law, statute, code, ordinance, rule, regulation, or agency requirement of or undertaking to or agreement with any governmental entity, including common law, or any judgment, order, injunction or decree issued by any governmental entity against or binding upon the Company or any Shares or Conversion Shares. Assuming the accuracy of the representations and warranties of Purchaser set forth in Section 3 of this Agreement, the issuance and sale of the Shares hereunder are exempt from the registration and prospectus delivery requirements of the Securities Act, and any registration or qualification requirements under applicable state securities laws.

2.5    Consents. The Company has obtained or made, as applicable, all consents, approvals, orders, or authorizations of, or filings or registrations with, or notifications to, any governmental entity or other third-party required in connection with the execution, delivery or performance of this Agreement and the consummation of the Transaction.

2.6    Brokers. The Company has not retained, utilized or been represented by any broker or finder in connection with the transactions contemplated by this Agreement whose fees Purchaser would be required to pay.

3.    Representations and Warranties of Purchaser. Purchaser represents and warrants to the Company as follows:

3.1    Private Offering; No General Solicitation. The Company did not offer or agree to sell the Shares to Purchaser by any form of general solicitation or general advertising, including by any advertisement, article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

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3.2    Investment Intent. Purchaser is acquiring the Shares for investment for its own account, not as a nominee or agent, and not with a view to, or for sale in connection with, any distribution, resale or public offering of such Shares or any part thereof in violation of the Securities Act. Purchaser does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to any person with respect to the Shares.

3.3    Restrictions on Transfer. Purchaser understands that (a) the Shares have not been registered under the Securities Act or the securities or “blue-sky” laws of any state, (b) the Shares may not be sold, pledged or otherwise transferred unless such transfer is registered under the Securities Act and the securities or “blue-sky” laws of any applicable state or there is an exemption from registration thereunder, and (c) the documents evidencing the Shares will bear a legend regarding the foregoing and transfer restrictions. Purchaser understands that the Shares are subject to significant restrictions on transfer and pledging, including the restrictions set forth on the legend to the Shares, in the provisions of the Certificate of Incorporation governing the Shares, and under the Company’s securities trading policies applicable to its directors and officers or their respective Affiliates (as defined for purposes of the Securities Act).

3.4    Financial Sophistication; Advice. Purchaser, either alone or together with its representatives, has such knowledge and experience in financial and business matters as to be capable of evaluating the risks inherent in, and make an informed decision regarding, the Transaction. Purchaser has evaluated the risks and merits of an investment in the Shares, has adequate net worth and means of providing for Purchaser’s current needs and contingencies and is able to sustain a complete loss of its investment in the Shares. Purchaser has independently evaluated the merits of the decision to purchase the Shares, such decision has been independently made by Purchaser, and Purchaser confirms that it has only relied on the advice of Purchaser’s own business and/or legal counsel in making such decision.

3.5    Accredited Investor. Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act, with such knowledge and experience in financial and business matters as are necessary in order to evaluate the merits and risks of an investment in the Shares.

3.6    No Company Representations or Warranties. Purchaser confirms that neither the Company nor any of its agents have made any representations or warranties concerning the Company (except as expressly set forth in this Agreement and any other documents executed in connection with the Transaction), including, without limitation, any representations or warranties concerning anticipated financial results of the operations of the Company. Purchaser understands and agrees that any financial plans, summaries and projections provided or which are otherwise available during the course of the transactions contemplated hereby do not provide any assurance of the Company’s future performance and may prove to be materially incomplete and inaccurate and are not to be relied upon in making this investment decision. Purchaser further understands that any financial projections, results or forecasts delivered to Purchaser should not be relied upon to indicate the actual financial results that will be achieved by the Company.

3.7    Access to Information. The Transaction is not and will not be prompted by any material information concerning the Company. Purchaser acknowledges that the Company may possess material non-public information not known to Purchaser that regards or relates to the Company and/or the Shares, including, but not limited to, information concerning the business, financial condition, results of operations, prospects or restructuring plans of the Company, and Purchaser acknowledges that Purchaser

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has received sufficient information to make an informed decision regarding acceptance of the Shares and agrees the Company shall have no liability whatsoever (and Purchaser hereby waives and releases all claims that Purchaser may otherwise have against the Company) with respect to the nondisclosure of any such information, whether before or after the date of this letter.

3.8    Risks Related to Purchase. Purchaser acknowledges that the purchase of the Shares involves certain risks, which include, among other factors, that: (a) the successful operation of the Company may depend on factors beyond the control of the management of the Company; (b) the purchase of the Shares is a speculative investment and involves a high degree of risk of loss; (c) the Company may issue additional equity securities (or securities that may be converted into or exchanged for additional equity securities) in the future and, subject to and in accordance with the Preemptive Rights, Purchaser’s investment in the Company may be subject to dilution; and (d) absent a conversion of the Shares to shares of Class A Common Stock, there are substantial restrictions on the transferability of, and there currently is no public market for, the Shares and, accordingly, it may not be possible for Purchaser to liquidate the Shares in case of the imminent need of funds or any other emergency.

4.    Miscellaneous Provisions.

4.1    Interpretation. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement, and section and subsection references are to this Agreement unless otherwise specified. The headings in this Agreement are included for convenience of reference only and will not limit or otherwise affect the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation.” The phrases “the date of this Agreement,” “the date hereof” and terms of similar import, unless the context otherwise requires, will be deemed to refer to the date set forth in the first paragraph of this Agreement. The meanings given to terms defined herein will be equally applicable to both the singular and plural forms of such terms. All matters to be agreed to by any party hereto must be agreed to in writing by such party unless otherwise indicated herein. Except as specified otherwise herein, references to agreements, policies, standards, guidelines or instruments, or to statutes or regulations, are to such agreements, policies, standards, guidelines or instruments, or statutes or regulations, as amended or supplemented from time to time (or to successors thereto). The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

4.2    Notices. All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be deemed delivered (a) three (3) business days after being sent by registered or certified mail, return receipt requested, postage prepaid (b) one (1) business day after being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, (c) on the date of delivery if delivered personally, or (d) if by email, upon written confirmation of receipt, in each case to the intended recipient as set forth below:

William Lyon Homes

4695 MacArthur Court, 8th Floor

Newport Beach, CA 92660

Attention: Senior Vice President, General Counsel and Corporate Secretary

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with copies (which shall not constitute notice) to:

Latham & Watkins LLP

650 Town Center Drive, 20^th Floor

Costa Mesa, CA 92626

Attention:    Cary K. Hyden; Michael A. Treska

Email:          michael.treska@lw.com

Lyon Shareholder 2012, LLC

c/o William H. Lyon

4695 MacArthur Court, 8^th Floor

Newport Beach, California 92660

with copies (which shall not constitute notice) to:

Manatt, Phelps & Phillips, LLP

695 Town Center Drive

Costa Mesa, CA 92626

Attention: Thomas J. Leary, Esq.

Email: tleary@manatt.com

Any party may change the address to which notices, requests, consents or other communications hereunder are to be delivered by giving the other parties notice in the manner set forth in this Section 4.2.

4.3    Severability. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

4.4    Governing Law; Jurisdiction; WAIVER OF JURY TRIAL. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof. Each of the parties hereto irrevocably (a) agrees that any legal suit, action or proceeding brought by any party hereto arising out of or based upon this Agreement may be instituted in any United States federal court or California court located in the County of Orange (a “California Court”), (b) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding, and (c) submits to the non-exclusive jurisdiction of a California Court in any such suit, action or proceeding. Each party agrees that the other parties shall be entitled to recover attorney’s fees and expenses for any legal suit, action or proceeding arising out of any breach of the terms of this Agreement from the breaching party. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF THE COMPANY OR PURCHASER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

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4.5    Delays or Omissions; Waiver. No delay or omission to exercise any right, power, or remedy accruing to a party upon any breach or default of another party under this Agreement shall impair any such right, power, or remedy of such party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or be construed as, a further or continuing waiver of any such term, provision or condition or as a waiver of any other term, provision or condition of this Agreement. Any agreement on the part of a party or parties hereto to any waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party or parties, as applicable. Any delay in exercising any right under this Agreement shall not constitute a waiver of such right.

4.6    Fees; Expenses. All fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party or parties, as applicable, incurring such expenses, including any and all federal, state and local taxes associated therewith.

4.7    Assignment. Except as in accordance with the provisions of the Certificate of Incorporation, Purchaser may not assign its rights or obligations under this Agreement.

4.8    No Third-Party Beneficiaries. This Agreement does not create any rights, claims or benefits inuring to any person that is not a party hereto nor create or establish any third-party beneficiary hereto. Without limiting the foregoing, the representations and warranties in this Agreement are the product of negotiations among the parties hereto and are for the sole benefit of the parties hereto. In some instances, the representations and warranties in this Agreement may represent an allocation among the parties hereto of risks associated with particular matters regardless of the knowledge of any of the parties hereto. Consequently, persons other than the parties hereto may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

4.9    Counterparts. This Agreement may be executed and delivered (including by facsimile or electronic transmission) in any number of counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed an original, but all of which taken together shall constitute a single instrument.

4.10    Entire Agreement; Amendments. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Annex hereto, constitute the entire agreement between the parties hereto respecting the subject matter hereof and supersede all prior agreements, negotiations, understandings, representations and statements respecting the subject matter hereof, whether written or oral. No modification, alteration, waiver or change in any of the terms of this Agreement shall be valid or binding upon the parties hereto unless made in writing and duly executed by the Company and Purchaser.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

Signature Page to Stock Purchase Agreement

Annex A

Wire Instructions for Purchase Price

Wire Routing Transit Number:

Bank Name:

City, State:

Account #:

Account Name:

Ref:

EXHIBIT I

TO STATEMENT ON SCHEDULE 13D

JOINT FILING AGREEMENT

The undersigned hereby agree that the Amendment No. 1 to Statement on Schedule 13D with respect to the Class A Common Stock of William Lyon Homes dated as of December 14, 2017 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated: December 14, 2017