William Lyon Homes (WLH) Form 4 WILLIAM LYON HOMES / WILLIAM H LYON ownership change

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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X

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^*

LYON WILLIAM H

(Last) (First) (Middle)

C/O WILLIAM LYON HOMES

4695 MACARTHUR COURT, 8TH FLOOR

(Street)

NEWPORT BEACH CA 92660

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2020

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
CLASS A COMMON STOCK	02/06/2020		D		234,217(1)	D	(1)	84,791	D
CLASS A COMMON STOCK	02/06/2020		D		55,345(2)	D	(2)	29,446	D
CLASS A COMMON STOCK	02/06/2020		D		29,446(3)	D	(3)	0	D
CLASS A COMMON STOCK	02/06/2020		D		2,933(1)	D	(1)	0	I	BY TRUST(4)

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
CLASS B COMMON STOCK	(5)	02/06/2020		D			4,817,394	(5)	(5)	CLASS A COMMON STOCK	4,817,394	(1)	0	I	BY LLC(6)
CLASS B COMMON STOCK WARRANT (RIGHT TO BUY)	$17.08	02/06/2020		D			1,907,550	(7)	02/24/2022	CLASS B COMMON STOCK	1,907,550	(7)	0	I	BY LLC(6)
STOCK OPTION (RIGHT TO BUY)	$25.82	02/06/2020		D			120,000	(8)	04/01/2025	CLASS A COMMON STOCK	120,000	(8)	0	D

Explanation of Responses:

1. On February 6, 2020, pursuant to that certain Agreement and Plan of Merger dated November 5, 2019 (the "Merger Agreement") among William Lyon Homes (the "Company"), Taylor Morrison Home Corporation ("TM") and Tower Merger Sub, Inc., a wholly owned subsidiary of TM ("Merger Sub"), Merger Sub merged with and into the Company (the "Merger"), with the Company surviving as a wholly owned subsidiary of TM. Pursuant to the Merger Agreement, at the effective time of the merger (the "Effective Time"), each outstanding share of Company Class A common stock and Class B common stock of the Company (other than certain excluded shares as described in the Merger Agreement) was automatically converted into the right to receive (A) 0.8000 fully paid and non-assessable shares of TM common stock, having a market value of approximately $21.86 on date prior to the effective date of the Merger, and (B) $2.50 in cash, without interest.

2. Represents restricted shares of Company Class A common stock. Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding award of restricted shares of Company Class A common stock (each, a "Company Restricted Stock Award") was automatically substituted and converted into an award of a number of whole restricted shares of TM common stock (rounded down to the nearest whole share) equal to the product obtained by multiplying (i) the number of shares of Company Class A common stock subject to such Company Restricted Stock Award immediately prior to the Effective Time by (ii) the sum (the "Equity Award Exchange Ratio") of (x) 0.8000 and (y) the quotient obtained by dividing $2.50 by the volume weighted average per-share price of TM stock during the ten full trading days ending on (and including) the trading day immediately preceding the Effective Time.

3. Represents performance stock units awards of the Company. Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding performance stock unit award of the Company (each, a "Company PSU") was substituted and converted into a restricted stock unit award to be settled in a number of whole shares of TM common stock (rounded to the nearest whole share) equal to the product obtained by multiplying (i) the number of shares of Company Class A common stock underlying such Company PSU immediately prior to the Effective Time by (ii) the Equity Award Exchange Ratio.

4. Held by the William Harwell Lyon Separate Property Trust established July 28, 2000 of which the Reporting Person is trustee.

5. Shares of Class B Common Stock had no expiration date and, were convertible on a one-for-one basis into shares of Class A Common Stock.

6. Held by Lyon Shareholder 2012, LLC ("Lyon LLC"). The members of Lyon LLC are the William Harwell Lyon Separate Property Trust established July 28, 2000 (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"). The Reporting Person is the manager of Lyon LLC and the trustee of Lyon Trusts, and in such capacities, has voting and investment power with respect to securities held by Lyon LLC. The Reporting Person is also the beneficiary of each of the Lyon Trusts.

7. Pursuant to the terms of the Merger Agreement, at the Effective Time, the warrant held by Lyon LLC related to shares of Company Class B common stock (the "Class B Warrant") was substituted and converted into a warrant to purchase a number of whole shares of TM common stock (rounded down to the nearest whole share) equal to the product obtained by multiplying (i) the number of shares of Company Class B common stock subject to such Class B Warrant immediately prior to the Effective Time by (ii) the Equity Award Exchange Ratio. The new warrant has an exercise price equal to the quotient obtained by dividing (i) the exercise price of the Class B Warrant immediately prior to the Effective Time by (ii) the Equity Award Exchange Ratio (rounded up to the nearest cent).

8. Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding and unexercised stock option of the Company (each, a "Company Option") was substituted and converted into an option to purchase a number of whole shares of TM common stock (rounded down to the nearest whole share) equal to the product obtained by multiplying (i) the number of shares of Company Class A common stock subject to such Company Option immediately prior to the Effective Time by (ii) the Equity Award Exchange Ratio. The exercise price per option to purchase TM common stock will be equal to quotient obtained by dividing (i) the exercise price per Company Class A Common Stock per Company Option immediately prior to the Effective Time by (ii) the Equity Award Exchange Ratio.

Remarks:

	/s/ Jason R. Liljestrom, Attorney-in-Fact for William H. Lyon	02/06/2020
	** 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).
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