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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
WILLIAM LYON HOMES [ WLS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/24/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 07/24/2006 | P | 461,987 | D | $109 | 2,211,246 | D | |||
Common Stock | 07/25/2006 | J(1) | 245,177(1) | A | $109(1) | 282(2) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Variable Prepaid Forward Contract | (3) | 07/24/2006 | J(3) | 1(3) | (3) | (3) | Common Stock | 117,000 | (3) | 0(3) | D |
Explanation of Responses: |
1. On July 25, 2006, following contribution to WLH Acquisition Corp. ("Parent") of a total of 7,832,644 shares of Common Stock of the Issuer by the reporting person, General William Lyon and an additional trust in exchange for a proportionate interest in Parent, Parent was merged with and into the Issuer, with the Issuer surviving the merger. Each of share of common stock of Parent was converted into one share of common stock of the surviving corporation, and each share of common stock of the Issuer not held by the Parent was converted into a right to receive $109.00 in cash (or such other amount as may be determined pursuant to an appraisal proceeding to the extent the holder properly elects seek appraisal rights). Accordingly, pursuant to these transactions, the reporting person effectively acquired 28.2% of the remaining 869,423 shares of Issuer Common Stock stock that was not held by the reporting person or the aforementioned trusts prior to the merger. |
2. By virtue of the exchange ratio in the merger, the number of shares held represents 28.2% of the outstanding shares of the surviving corporation. |
3. As previously reported, on September 15, 2005, the reporting person entered into a variable prepaid forward contract with an unrelated third party (the "Buyer") relating to up to 58,000 shares of Common Stock. On July 24, 2006, the contract was terminated, and the reporting person paid $6,280,820 to the Buyer in settlement of the contract. |
Remarks: |
Richard M. Sherman, Jr., as Trustee of the William Harwell Lyon 1987 Trust | 07/26/2006 | |
** 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. |