| 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
STANDARD PACIFIC CORP /DE/ [ SPF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/23/2010 | ||||||||||||||||||||||||||
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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 | ||||||
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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 | ||||||||
| Warrant (right to buy) | $1,344.26 | 11/23/2010 | H | 1 | 06/27/2008 | 06/27/2015 | Junior Convertible Preferred Stock | 272,670 | (1) | 0 | D(2)(3)(4) | ||||
| Warrant (right to buy) | (5) | 11/23/2010 | P | 1 | 11/23/2010 | (6) | Common Stock | 89,400,000 | (1) | 1 | D(2)(3)(4) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The two transactions reported in Table II above arise from the amendment of an outstanding Warrant that granted MP CA Homes LLC the right to purchase 272,670 shares of Junior Convertible Preferred Stock (the "Warrant") for an exercise price of $1344.26 per share of Junior Convertible Preferred Stock. The 272,670 shares of Junior Convertible Preferred Stock that were represented by the Warrant were convertible into 89,400,000 shares of Common Stock. The exercise price of $1344.26 per share of Junior Convertible Preferred Stock represented $4.10 multiplied by the number of shares of Common Stock issuable upon conversion of each share of Junior Convertible Preferred Stock. As amended, the Warrant grants MP CA Homes LLC the right to purchase, directly, 89,400,000 shares of Common Stock for an exercise price of $2.09732 per share of Common Stock. |
| 2. MP CA Homes LLC is the direct owner of the Warrant. MatlinPatterson Global Opportunities Partners III L.P. and MatlinPatterson Global Opportunities Partners (Cayman) III L.P. (together, "the Funds"), hold 100 percent of the membership interests in MP CA Homes LLC. MatlinPatterson Global Partners III LLC (the "General Partner") is the general partner of the Funds. MatlinPatterson Global Advisers LLC (the "Adviser") is the investment adviser to the Funds. MatlinPatterson Asset Management LLC holds 100 percent of the voting interest and equity of the Adviser and the General Partner. MatlinPatterson LLC holds 100 percent of the equity of MatlinPatterson Asset Management LLC. |
| 3. Other than MP CA Homes LLC, each of the foregoing reporting persons disclaims beneficial ownership of the shares held by MP CA Homes LLC, except to the extent that such reporting person holds an indirect pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| 4. David J. Matlin and Mark R. Patterson are employees of the Adviser and each hold 50 percent of the membership interests in MatlinPatterson LLC. David J. Matlin and Mark R. Patterson may be deemed to have shared voting and investment control over the shares of the Issuer held by MP CA Homes LLC. They also have indirect pecuniary interests in the Funds. Their exact pecuniary interests therein are not readily determinable because they are subject to several variables, including without limitation, the internal rates of return of the Funds overall with respect to their indirect investment in the Issuer. David J. Matlin and Mark R. Patterson disclaim beneficial ownership of any of the reported securities except to the extent of their pecuniary interest therein. |
| 5. The exercise price of the Warrant, as amended, is $2.09732 per share of Common Stock. |
| 6. The Warrant will expire one business day immediately following the earlier of (i) the consummation of the Issuer's cash tender offers for any and all of the Issuer's 9 1/4% senior subordinated notes due April 15, 2012, 6 1/4% senior notes due April 1, 2014 and 7 % senior notes due August 15, 2015 and (ii) the six month anniversary of the date of the amendment of the Warrant, entered into on November 23, 2010. |
| MP CA HOMES LLC By: /s/ Robert H. Weiss | 11/23/2010 | |
| MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS III L.P By: /s/ Robert H. Weiss | 11/23/2010 | |
| MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS (CAYMAN) III L.P. By: /s/ Robert H. Weiss | 11/23/2010 | |
| MATLINPATTERSON GLOBAL PARTNERS III L.P. By: /s/ Robert H. Weiss | 11/23/2010 | |
| MATLINPATTERSON GLOBAL ADVISERS LLC By: /s/ Robert H. Weiss | 11/23/2010 | |
| MATLINPATTERSON ASSET MANAGEMENT LLC By: /s/ Robert H. Weiss | 11/23/2010 | |
| MATLINPATTERSON LLC By: /s/ Robert H. Weiss | 11/23/2010 | |
| DAVID J. MATLIN By: /s/ Robert H. Weiss, Attorney-in-Fact | 11/23/2010 | |
| MARK R. PATTERSON By: /s/ Robert H. Weiss, Attorney-in-Fact | 11/23/2010 | |
| ** 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. | ||