8-K

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 29, 2012

SHEA HOMES LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

CALIFORNIA	333-177328	95-4240219
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

655 Brea Canyon Road, Walnut, California 91789

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (909) 594-9500

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 (see General Instruction A.2. below):

¨ 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

(b) Departure of Chief Financial Officer

After discussing with Shea Homes Limited Partnership (the “Company”) the possibility of his retirement, Bruce Varker notified the Company on August 29, 2012, that he would retire as Chief Financial Officer of the Company effective September 7, 2012. In connection with his departure, the Company agreed to provide the following to Mr. Varker:

• $330,000 bonus payable on September 7, 2012; and

• Three months of COBRA payments valued at $4,529.01 ($1,509.67 per month).

(c) Appointment of Principal Financial Officer

On September 5, 2012, the Company announced via press release the appointment of Andrew H. Parnes as the Company’s Chief Financial Officer. Mr. Parnes will begin his duties on September 10, 2012.

Mr. Parnes, age 54, joins the Company after being an independent consultant from 2009 to the present. As a consultant, Mr. Parnes focused on real estate and financial services companies, including acting as a senior financial consultant for CoreLogic Inc. Mr. Parnes also currently serves as a director on the board of directors of Stanley Martin Homes. From 1996 to 2009, Mr. Parnes served as Executive Vice President and Chief Financial Officer of Standard Pacific Corp, a publicly traded homebuilder.

In connection with the appointment of Mr. Parnes as Chief Financial Officer, on August 22, 2012, Mr. Parnes executed an Offer Letter provided to him by the Company pursuant to which the Company offered to provide Mr. Parnes the following compensatory arrangements:

• an initial base salary of $350,000 per year;

• the right to participate in the Company’s discretionary bonus plan for fiscal year 2012 (with a target opportunity prorated from start date) with a target opportunity equal to 125% of his annual base salary;

• the right to participate in the Shea Homes Appreciation Rights Plan (“SHAR Plan”) with an initial grant of 38,301 units (which is a prorated grant for fiscal year 2012 with an estimated value of $250,000 after a four year vesting period, with an interim payment in 2013 of $62,500);

• eligibility (one year waiting period waived) to receive an employee discount of 3% for a purchase of a Company built home, up to a maximum of $15,000; and

• eligibility to participate in the Company’s Deferred Compensation Plan for 2013 and 401(k) Retirement Savings Plan.

A copy of the Offer Letter is attached as Exhibit 10.1 to this Current Report.

There is no information that is required to be disclosed with respect to Mr. Parnes pursuant to Item 404(a) of Regulation S-K.

A copy of the Press Release announcing the appointment of Mr. Parnes is attached as Exhibit 99.1 to this Current Report.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
10.1	Offer Letter from Shea Homes Limited Partnership to Andrew H. Parnes.
99.1	Press Release dated September 5, 2012.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SHEA HOMES LIMITED PARTNERSHIP
By:	/s/ Ross A. Kay
	Name:	Ross A. Kay
	Title:	Senior Vice President and General Counsel

Date: September 5, 2012

Exhibit Index

Exhibit Number	Description
10.1	Offer Letter from Shea Homes Limited Partnership to Andrew H. Parnes.
99.1	Press Release dated September 5, 2012.

EX-10.1

Exhibit 10.1

August 16, 2012

Mr. Andrew H. Parnes

117 Via Sabinas

San Clemente, CA 92673

Dear Andy:

This letter will confirm our offer of employment to you as the Chief Financial Officer for Shea Homes (the “Company”). This offer is contingent upon a pre-employment drug screen.

• Your annual salary will be $350,000 ($13,411.41 bi-weekly based on 2088 hours).

• You will participate in a Shea Homes discretionary annual bonus plan with a target bonus of up to 125% of base salary. Fifty percent (50%) of the 2012 bonus plan will be based on achievement of global Shea Homes net profit and the remaining 50% will be discretionary. The 2012 bonus will be prorated, based on your date of hire.

• You will participate in the Shea Homes Appreciation Rights Plan which is a multi-year equity appreciation plan designed to provide you with a financial incentive related to the Company’s long term success. The estimated grant value for your position would normally be $300,000. However, based on your employment beginning in the last quarter of this year, the estimated value of the grant is $250,000. There will be an interim payment made of $62,500 to be paid in the 1^st quarter of 2013.

• You will receive an annual auto allowance of $6,000 as well as a gas card.

• You will receive a monthly personal device allowance of $85 to offset expenses associated with your personal Smart phone.

• You will be eligible to receive an employee discount (waiting period waived) for the purchase of a Shea Home. The discount is 3% of the base price, up to $15,000. A discount on options is also available.

• You will be eligible to participate in the Company 401(k) plan.

• The Company provides Paid Time Off (PTO), and you will begin accruing PTO at a rate of four weeks per year.

Additionally, you will be eligible to participate in the various benefit plans maintained by the Company in accordance with the terms and eligibility conditions of the individual plans. The benefit package will be explained to you in detail during your new hire orientation.

In an effort to expedite your orientation process, please come prepared with the following information:

• The Shea family of companies participates in the Systematic Alien Verification for Entitlements (SAVE) Program, the United States Department of Homeland Security’s electronic employment verification program. You will be required to provide acceptable forms of I-9 documentation on your first day of work to demonstrate that you are legally authorized to work in the United States (Examples: Passport or driver’s license with your social security card or a certified copy of your birth certificate). Information from that documentation will then be cross-referenced with the SAVE database to verify your work authorization. If it appears that your authorization to work is in doubt, you will be required to resolve the issue to the satisfaction of the Company in order to remain employed.

To acknowledge your understanding and acceptance of the terms and conditions of your employment set forth above, please sign and return this letter to me. Like most California employers, we are an “at will” employer.

We look forward to you joining the Shea Homes team!

Sincerely,

/s/ Bert Selva

Bert Selva

President & CEO, Shea Homes

This will acknowledge my acceptance of this offer of employment.
By	/s/ Andrew H. Parnes
	Andrew H. Parnes
Date	8/22/12

EX-99.1

Exhibit 99.1

Shea Homes Names Andrew H. Parnes Chief Financial Officer

September 5, 2012

WALNUT, Calif. (September 5, 2012) – Shea Homes, one of the largest homebuilders in the United States, today announced that Andrew H. Parnes has been named Chief Financial Officer effective September 10, 2012. Parnes succeeds Bruce Varker who is retiring effective September 7, 2012.

Prior to joining Shea Homes, Parnes, 54, was Executive Vice President and Chief Financial Officer of Standard Pacific (NYSE: SPF) until 2009. During his nearly 20 year tenure at Standard Pacific, Parnes also served on the board of directors and as the Corporate Controller and Treasurer. Recently, Parnes served as a senior financial consultant for CoreLogic, Inc. (NYSE: CLGX) and as a director on the board of directors of Stanley Martin Homes in Reston, Virginia.

Parnes began his career in public accounting at Arthur Andersen LLP in Orange County. He earned his BSBA with an emphasis in accounting from the University of Arizona.

About Shea Homes

Shea Homes builds new homes in California, Arizona, Nevada, Colorado, Washington, North Carolina and Florida.

With choices to suit homeowners in every stage of life, Shea Homes offers new homes ranging from affordably priced condominiums and townhomes to traditional single-family detached homes and magnificent luxury residences. Shea Homes is proud to be named a J.D. Power 2012 Customer Service Champion and is only one of 50 companies so named in the U.S. For more information about Shea Homes and its communities, please visit the company’s website at http://www.SheaHomes.com