| |
Item 1. | | |
| (a) | Name of Issuer: |
| | |
| | William Lyon Homes, a Delaware corporation (the "Issuer"). |
| | |
| (b) | Address of Issuer’s Principal Executive Offices: |
| | |
| | 4695 MacArthur Court, 8th Floor Newport Beach, California 92660 |
| | |
Item 2. | (a) | Name of Person Filing: |
| (b) | Address of Principal Business Office: |
| (c) | Citizenship: |
| | |
| | Integrated Core Strategies (US) LLC c/o Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware |
| | |
| | Integrated Assets II LLC c/o Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware |
| | |
| | ICS Opportunities II LLC c/o Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware |
| | |
| | Integrated Assets, Ltd. c/o Millennium International Management LP 666 Fifth Avenue New York, New York 10103 Citizenship: Cayman Islands |
| | |
| | Millennium International Management LP 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware |
| | |
| | Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware |
| | |
| | Millennium Group Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware |
| | |
| | Israel A. Englander c/o Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: United States |
| | |
| (d) | Title of Class of Securities: |
| | |
| | Class A common stock, par value $0.01 per share ("Class A Common Stock") |
| | |
| (e) | CUSIP Number: |
| | |
| | 552074700 |
| |
| | | | | | | | | | |
CUSIP No. | | 552074700 | SCHEDULE 13G | Page | | 11 | | of | | 16 |
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:
| |
| | (a) | | o | | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| | | | | | |
| | (b) | | o | | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| | | | | | |
| | (c) | | o | | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| | | | | | |
| | (d) | | o | | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| | | | | | |
| | (e) | | o | | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| |
| | | | | | |
| | (f) | | o | | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| |
| | | | | | | | | | |
CUSIP No. | | 552074700 | SCHEDULE 13G | Page | | 12 | | of | | 16 |
| |
| | | | | | |
| | (g) | | o | | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| |
| | | | | | |
| | (h) | | o | | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| | | | | | |
| | (i) | | o | | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| | | | | | |
| | (j) | | o | | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned
As of the close of business on February 11, 2019:
i) Integrated Core Strategies (US) LLC, a Delaware limited liability company ("Integrated Core Strategies"), beneficially owned 307,504 shares of the Issuer’s Class A Common Stock; and
ii) ICS Opportunities II LLC, a Delaware limited liability company ("ICS Opportunities II"), beneficially owned 3,000 shares of the Issuer’s Class A Common Stock, which collectively with the other foregoing reporting person represented 310,504 shares of the Issuer’s Class A Common Stock or 0.9% of the Issuer’s Class A Common Stock outstanding.
As of the close of business on February 11, 2019, each of Integrated Assets II LLC, a Delaware limited liability company and Integrated Assets, Ltd., an exempted company organized under the laws of the Cayman Islands, no longer beneficially owned any shares of the Issuer’s Class A Common Stock.
Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the general partner of the managing member of Integrated Core Strategies and ICS Opportunities II and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies and ICS Opportunities II.
Millennium Group Management LLC, a Delaware limited liability company ("Millennium Group Management"), is the managing member of Millennium Management and may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies and ICS Opportunities II.
Israel A. Englander, a United States citizen ("Mr. Englander"), controls the managing member of Millennium Group Management and may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies and ICS Opportunities II.
The foregoing should not be construed in and of itself as an admission by Millennium Management, Millennium Group Management or Mr. Englander as to beneficial ownership of the securities owned by Integrated Core Strategies or ICS Opportunities II, as the case may be.
(b) Percent of Class:
As of the close of business on February 11, 2019, Millennium Management, Millennium Group Management and Mr. Englander may be deemed to have beneficially owned 310,504 shares of the Issuer’s Class A Common Stock or 0.9% of the Issuer’s Class A Common Stock outstanding (see Item 4(a) above), which percentage was calculated based on 32,937,737 shares of Class A Common Stock outstanding as of October 31, 2018, as per the Issuer’s Form 10-Q dated November 5, 2018.
| |
| | | | | | | | | | |
CUSIP No. | | 552074700 | SCHEDULE 13G | Page | | 13 | | of | | 16 |
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote -0-
(ii) Shared power to vote or to direct the vote
310,504 (See Item 4(b))
(iii) Sole power to dispose or to direct the disposition of
-0-
(iv) Shared power to dispose or to direct the disposition of
310,504 (See Item 4(b))
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the followingþ.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| |
| | | | | | | | | | |
CUSIP No. | | 552074700 | SCHEDULE 13G | Page | | 14 | | of | | 16 |
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of February 11, 2019, by and among Integrated Core Strategies (US) LLC, Integrated Assets II LLC, ICS Opportunities II LLC, Integrated Assets, Ltd., Millennium International Management LP, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander.
| |
| | | | | | | | | | |
CUSIP No. | | 552074700 | SCHEDULE 13G | Page | | 15 | | of | | 16 |
| | | | | | | | | | |
| | | SIGNATURE | | | | | | | |
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: February 11, 2019
| |
|
INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP, its Managing Member
By: Millennium Management LLC, its General Partner |
|
By: /s/ Mark Meskin |
Name: Mark Meskin Title: Chief Trading Officer | INTEGRATED ASSETS II LLC
By: Integrated Holding Group LP, its Managing Member
By: Millennium Management LLC, its General Partner |
|
By: /s/ Mark Meskin |
Name: Mark Meskin Title: Chief Trading Officer | ICS OPPORTUNITIES II LLC
By: Integrated Holding Group LP, its Managing Member
By: Millennium Management LLC, its General Partner
|
|
By: /s/Mark Meskin |
Name: Mark Meskin Title: Chief Trading Officer | INTEGRATED ASSETS, LTD.
By: Millennium International Management LP, its Investment Manager
|
|
By: /s/Mark Meskin |
Name: Mark Meskin Title: Chief Trading Officer | MILLENNIUM INTERNATIONAL MANAGEMENT LP |
|
By: /s/Mark Meskin |
Name: Mark Meskin Title: Chief Trading Officer | MILLENNIUM MANAGEMENT LLC |
|
By: /s/Mark Meskin |
Name: Mark Meskin Title: Chief Trading Officer | MILLENNIUM GROUP MANAGEMENT LLC |
|
By: /s/Mark Meskin |
Name: Mark Meskin Title: Chief Trading Officer | |
/s/ Israel A. Englander |
Israel A. Englander
|
| |
| | | | | | | | | | |
CUSIP No. | | 552074700 | SCHEDULE 13G | Page | | 16 | | of | | 16 |
| | | | | | | | | | |
| | | EXHIBIT I | | | | | | | |
| | | | | | | | | | |
| | | JOINT FILING AGREEMENT | | | | | | | |
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A Common Stock, par value $0.01 per share, of William Lyon Homes, a Delaware corporation, will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: February 11, 2019
| |
|
INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP, its Managing Member
By: Millennium Management LLC, its General Partner |
|
By: /s/ Mark Meskin |
Name: Mark Meskin Title: Chief Trading Officer | INTEGRATED ASSETS II LLC
By: Integrated Holding Group LP, its Managing Member
By: Millennium Management LLC, its General Partner |
|
By: /s/ Mark Meskin |
Name: Mark Meskin Title: Chief Trading Officer | ICS OPPORTUNITIES II LLC
By: Integrated Holding Group LP, its Managing Member
By: Millennium Management LLC, its General Partner
|
|
By: /s/Mark Meskin |
Name: Mark Meskin Title: Chief Trading Officer | INTEGRATED ASSETS, LTD.
By: Millennium International Management LP, its Investment Manager
|
|
By: /s/Mark Meskin |
Name: Mark Meskin Title: Chief Trading Officer | MILLENNIUM INTERNATIONAL MANAGEMENT LP |
|
By: /s/Mark Meskin |
Name: Mark Meskin Title: Chief Trading Officer | MILLENNIUM MANAGEMENT LLC |
|
By: /s/Mark Meskin |
Name: Mark Meskin Title: Chief Trading Officer | MILLENNIUM GROUP MANAGEMENT LLC |
|
By: /s/Mark Meskin |
Name: Mark Meskin Title: Chief Trading Officer | |
/s/ Israel A. Englander |
Israel A. Englander
|