William Lyon Homes (WLH) Form 4 Change in insider ownership

SEC Form 4

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^*

GMT CAPITAL CORP

(Last) (First) (Middle)

GMT CAPITAL CORP

2300 WINDY RIDGE PARKWAY SUITE 550 SOUTH

(Street)

ATLANTA GA 30339

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WILLIAM LYON HOMES [ WLH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 - Class A(1)(2)(3)(4)	12/11/2017		S		19,607	D	$28.85	3,731,610	D
Common - Class A(1)(2)(5)(6)	12/12/2017		S		6,493	D	$28.73	3,725,117	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

Explanation of Responses:

1. This Form 4 is being jointly filed by Bay Resource Partners, L.P., a Delaware limited partnership (Bay), Bay II Resource Partners, L.P., a Delaware limited partnership (Bay II), Bay Resource Partners Offshore Master Fund, L.P., an exempted limited partnership organized under the laws of the Cayman Islands (Offshore Fund), GMT Capital Corp., a Georgia corporation (GMT Capital), and Thomas E. Claugus, a United States citizen (Claugus). The foregoing persons are hereinafter sometimes collectively referred to as the Reporting Persons. Each of the Reporting Persons listed herein have the same address as the designated filer in Item 1 of this Form 4.

2. GMT Capital, the general partner of Bay and Bay II has the power to direct the affairs of Bay and Bay II, including the voting and disposition of shares. As the discretionary investment manager of the Offshore Fund and certain other accounts, GMT Capital has power to direct the voting and disposition of shares held by the Offshore Fund and such accounts. Mr. Claugus is the President of GMT Capital and in that capacity directs the operations of each of Bay and Bay II and the voting and disposition of shares held by the Offshore Fund and separate client accounts managed by GMT Capital. GMT Capital and Mr. Claugus may be deemed to beneficially own indirect pecuniary interest as the result of performance-based fees and profit allocations. Each of GMT Capital and Mr. Claugus disclaims such beneficial ownership except to the extent ultimately realized.

3. The aggregate number of shares of common stock sold on December 11, 2017, was 19,607 shares and such shares were sold by the Reporting Persons in the following amounts: Bay = 5,300 shares; Bay II = 4,100 shares; Offshore Fund = 9,107 shares; GMT Capital = 300 shares; Claugus = 800 shares.

4. 3,731,610 shares of common stock is the aggregate number of shares of common stock owned by the Reporting Persons as of December 11, 2017, and is owned as follows: Bay = 1,019,510 shares directly owned by it; Bay II = 784,480 shares directly owned by it; Offshore Fund = 1,721,120 shares directly owned by it; GMT Capital = 60,100 shares of common stock beneficially owned by it with respect to separate client accounts managed by it; Claugus = 146,400 shares directly owned by him.

5. The aggregate number of shares of common stock sold on December 12, 2017, was 6,493 shares and such shares were sold by the Reporting Persons in the following amounts: Bay = 1,800 shares; Bay II = 1,400 shares; Offshore Fund = 2,993 shares; GMT Capital = 100 shares; Claugus = 200 shares.

6. 3,725,117shares of common stock is the aggregate number of shares of common stock owned by the Reporting Persons as of December 12, 2017, and is owned as follows: Bay = 1,017,710 shares directly owned by it; Bay II = 783,080 shares directly owned by it; Offshore Fund = 1,718,127 shares directly owned by it; GMT Capital = 60,000 shares of common stock beneficially owned by it with respect to separate client accounts managed by it; Claugus = 146,200 shares directly owned by him.

	/s/ Philip J. Meyers	12/13/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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