| 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)
| 2. Issuer Name and Ticker or Trading Symbol WILLIAM LYON HOMES [ WLH ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 11/12/2018 | ||||||||||||||||||||||||||
| 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 - Class A | 11/12/2018(1)(2)(3)(4) | S | 52,585 | D | $12.16 | 3,432,042 | D | |||
| Common - Class A | 11/13/2018(1)(2)(5)(6) | S | 114,015 | D | $12.18 | 3,318,027 | 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| 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. |
| 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 November 12, 2018, was 52,585 shares and such shares were sold by the Reporting Persons in the following amounts: Bay = 14,400 shares; Bay II = 11,100 shares; Offshore Fund = 24,285 shares; GMT Capital = 700 shares; Claugus = 2,100 shares. |
| 4. 3,432,042 shares of common stock is the aggregate number of shares of common stock owned by the Reporting Persons as of November 12, 2018, and is owned as follows: Bay = 940,610 shares directly owned by it; Bay II = 723,580 shares directly owned by it; Offshore Fund = 1,587,942 shares directly owned by it; GMT Capital = 44,610 shares of common stock beneficially owned by it with respect to separate client accounts managed by it; Claugus = 135,300 shares directly owned by him. |
| 5. The aggregate number of shares of common stock sold on November 13, 2018, was 114,015 shares and such shares were sold by the Reporting Persons in the following amounts: Bay = 31,200 shares; Bay II = 24,100 shares; Offshore Fund = 52,715 shares; GMT Capital = 1,500 shares; Claugus = 4,500 shares. |
| 6. 3,318,027 shares of common stock is the aggregate number of shares of common stock owned by the Reporting Persons as of November 13, 2018, and is owned as follows: Bay = 909,410 shares directly owned by it; Bay II = 699,480 shares directly owned by it; Offshore Fund = 1,535,227 shares directly owned by it; GMT Capital = 43,110 shares of common stock beneficially owned by it with respect to separate client accounts managed by it; Claugus = 130,800 shares directly owned by him. |
| /s/ Philip J. Meyers | 11/14/2018 | |
| ** 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. | ||
