SEC FORM 4

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^*

HICKCOX W THOMAS

(Last)

(First)

(Middle)

C/O WILLIAM LYON HOMES

4695 MACARTHUR COURT, 8TH FLOOR

(Street)

NEWPORT BEACH

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2013

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
CLASS A COMMON STOCK	05/21/2013		C		64,891⁽¹⁾	A	$0	64,891⁽¹⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
CLASS D COMMON STOCK	⁽²⁾	05/21/2013		C			38,154⁽¹⁾⁽³⁾	⁽⁴⁾	⁽²⁾	CLASS A COMMON STOCK	38,154	$0	0	D
CLASS D COMMON STOCK	⁽²⁾	05/21/2013		C			26,737⁽¹⁾⁽⁵⁾	⁽⁶⁾	⁽²⁾	CLASS A COMMON STOCK	26,737	$0	0	D
STOCK OPTION (RIGHT TO BUY)	$1.05	05/21/2013		C			525,000	⁽⁴⁾	09/30/2022	CLASS D COMMON STOCK	525,000⁽²⁾	$0	0	D
STOCK OPTION (RIGHT TO BUY)	$8.67	05/21/2013		C		63,636⁽¹⁾		⁽⁴⁾	09/30/2022	CLASS A COMMON STOCK	63,636⁽¹⁾	$0	63,636⁽¹⁾	D
STOCK OPTION (RIGHT TO BUY)	$1.05	05/21/2013		C			135,225	⁽⁴⁾	09/30/2017	CLASS D COMMON STOCK	135,225⁽²⁾	$0	0	D
STOCK OPTION (RIGHT TO BUY)	$8.67	05/21/2013		C		16,390⁽¹⁾		⁽⁴⁾	09/30/2017	CLASS A COMMON STOCK	16,390⁽¹⁾	$0	16,390⁽¹⁾	D

Explanation of Responses:

1. Prior to the closing of the Issuer's initial public offering and sale to the underwriters, (i) the Issuer effected a 1-for-8.25 reverse stock split of its Class A Common Stock (the "Reverse Split") and (ii) all outstanding shares of the Issuer's Class C Common Stock, Class D Common Stock (including shares underlying outstanding equity awards) and Convertible Preferred Stock converted into shares of Class A Common Stock on a one-for-one basis as automatically adjusted for the Reverse Split (the "Conversion"). The information reported on this line item reflects the Reverse Split and the Conversion.

2. Class D Common Stock has no expiration date and, subject to certain events, is automatically convertible on a one-for-one basis into shares of Class A Common Stock.

3. The number of shares of Class D Common Stock for this line item was previously reported on Form 3 as covering 314,775 shares prior to the Reverse Split.

4. Fifty percent (50%) of the shares vested on October 1, 2012 with one-third of the remaining shares vesting on each of December 31, 2012, 2013 and 2014.

5. The number of shares of Class D Common Stock for this line item was previously reported on Form 3 as covering 220,588 shares prior to the Reverse Split.

6. Vests in three equal annual installments on each of March 1, 2014, 2015 and 2016, subject to certain restrictions.

Remarks:

The Reporting Person is Senior Vice President and Arizona Division President of the Issuer.

	/s/ Colin T. Severn, Attorney-in-Fact for W. Thomas Hickcox	05/21/2013
	** 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).
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