-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Of5lPJ7ixo3C/JkLWVsUGglNQ+S5Gc84CxE2AkzDJCqjzncgBcXEG1nT7TBfk20x uD63I9tqyablzXEkoNotGQ== 0001133796-09-000124.txt : 20090625 0001133796-09-000124.hdr.sgml : 20090625 20090624181535 ACCESSION NUMBER: 0001133796-09-000124 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090625 DATE AS OF CHANGE: 20090624 GROUP MEMBERS: DAVID J. MATLIN GROUP MEMBERS: MARK R. PATTERSON GROUP MEMBERS: MATLINPATTERSON ASSET MANAGEMENT LLC GROUP MEMBERS: MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS CAYMAN III LP GROUP MEMBERS: MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS III LP GROUP MEMBERS: MATLINPATTERSON GLOBAL PARTNERS III LLC GROUP MEMBERS: MATLINPATTERSON LLC GROUP MEMBERS: MP CA HOMES LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MATLINPATTERSON GLOBAL ADVISERS LLC CENTRAL INDEX KEY: 0001251962 IRS NUMBER: 134202931 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 520 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2126519500 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STANDARD PACIFIC CORP /DE/ CENTRAL INDEX KEY: 0000878560 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 330475989 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-20332 FILM NUMBER: 09908206 BUSINESS ADDRESS: STREET 1: 26 TECHNOLOGY DRIVE CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 9497891600 MAIL ADDRESS: STREET 1: 26 TECHNOLOGY DRIVE CITY: IRVINE STATE: CA ZIP: 92618 SC 13D/A 1 k153234_sc13d-a.htm Unassociated Document
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D
(Rule 13d-101)

Under the Securities Exchange Act of 1934

(AMENDMENT NO. 3)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)*


Standard Pacific Corp.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

8375C101
(CUSIP Number)

MatlinPatterson Global Advisers LLC
Attn:  Robert H. Weiss, General Counsel
520 Madison Avenue, 35th Floor
New York, NY 10022
212-651-9500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

Copies to:

Robb L. Tretter
Bracewell & Giuliani LLP
1177 Avenue of the Americas, 19th Floor
New York, NY 10036-2714
212-508-6123

June 24, 2009
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 

CUSIP No.   8375C101
  
Page 2 of 13 Pages
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MP CA Homes LLC
 2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
           (a) o
(b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
AF, WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
    o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
-0-
 
8
SHARED VOTING POWER
*
 
9
SOLE DISPOSITIVE POWER
-0-
 
10
SHARED DISPOSITIVE POWER
*
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
*
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
    o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
*
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
 
*  The Investor (as defined in the Introduction) beneficially owns, and is the record holder of, 723,499 shares of Junior Preferred Stock (as defined in the Amended Statement (defined in the Introduction)), comprised of 450,829 shares of Junior  Preferred Stock and the Warrant (as defined in the Amended Statement (defined in the Introduction)) to acquire 272,670 shares of Junior Preferred Stock.  The Junior Preferred Stock currently represents 49% of the total voting power of the voting stock of the Issuer (as defined in the Introduction).  The Junior Preferred Stock will vote with the Common Stock on an as-converted basis provided that the votes attributable to such shares of Junior Preferred Stock with respect to any holder of Junior Preferred Stock cannot exceed 49% of the total voting power of the voting stock of the Issuer.  The Junior Preferred Stock is initially convertible into up to 237,212,786 shares of Common Stock; however, the Investor is not entitled to convert the Junior Preferred Stock into Common Stock unless after such conversion it would hold no more than 49% of the voting power of the voting stock of the Issuer.  Upon a voluntary or involuntary liquidation, dissolution or winding up of the Issuer, the holders of Junior Preferred Stock will receive the amount payable if the Junior Preferred Stock had been converted into Common Stock immediately prior to the liquidating distribution.  For such purposes, the as-converted number for the Junior Preferred Stock would be 237,212,786 shares of Common Stock, or 70.3% of the outstanding Common Stock.
 
 
CUSIP No.  8375C101
  
Page 3 of 13 Pages
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MatlinPatterson Global Opportunities Partners III L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
            (a) o
                                            (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
AF, WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
    o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
-0-
 
8
SHARED VOTING POWER
*
 
9
SOLE DISPOSITIVE POWER
-0-
 
10
SHARED DISPOSITIVE POWER
*
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
*
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
    o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
*
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
 
*  The Investor beneficially owns, and is the record holder of, 723,499 shares of Junior Preferred Stock, comprised of 450,829 shares of Junior Preferred Stock and the Warrant to acquire 272,670 shares of Junior Preferred Stock.  The Junior Preferred Stock currently represents 49% of the total voting power of the voting stock of the Issuer.  The Junior Preferred Stock will vote with the Common Stock on an as-converted basis provided that the votes attributable to such shares of Junior Preferred Stock with respect to any holder of Junior Preferred Stock cannot exceed 49% of the total voting power of the voting stock of the Issuer.  The Junior Preferred Stock is initially convertible into up to 237,212,786 shares of Common Stock; however, the Investor is not entitled to convert the Junior Preferred Stock into Common Stock unless after such conversion it would hold no more than 49% of the voting power of the voting stock of the Issuer.  Upon a voluntary or involuntary liquidation, dissolution or winding up of the Issuer, the holders of Junior Preferred Stock will receive the amount payable if the Junior Preferred Stock had been converted into Common Stock immediately prior to the liquidating distribution.  For such purposes, the as-converted number for the Junior Preferred Stock would be 237,212,786 shares of Common Stock, or 70.3% of the outstanding Common Stock.
 
CUSIP No.  8375C101
  
Page 4 of 13 Pages
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MatlinPatterson Global Opportunities Partners (Cayman) III L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
           (a) o
                                            (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
AF, WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
    o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
-0-
 
8
SHARED VOTING POWER
*
 
9
SOLE DISPOSITIVE POWER
-0-
 
10
SHARED DISPOSITIVE POWER
*
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
*
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
    o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
*
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
 
*  The Investor beneficially owns, and is the record holder of, 723,499 shares of Junior Preferred Stock, comprised of 450,829 shares of Junior Preferred Stock and the Warrant to acquire 272,670 shares of Junior Preferred Stock.  The Junior Preferred Stock currently represents 49% of the total voting power of the voting stock of the Issuer.  The Junior Preferred Stock will vote with the Common Stock on an as-converted basis provided that the votes attributable to such shares of Junior Preferred Stock with respect to any holder of Junior Preferred Stock cannot exceed 49% of the total voting power of the voting stock of the Issuer.  The Junior Preferred Stock is initially convertible into up to 237,212,786 shares of Common Stock; however, the Investor is not entitled to convert the Junior Preferred Stock into Common Stock unless after such conversion it would hold no more than 49% of the voting power of the voting stock of the Issuer.  Upon a voluntary or involuntary liquidation, dissolution or winding up of the Issuer, the holders of Junior Preferred Stock will receive the amount payable if the Junior Preferred Stock had been converted into Common Stock immediately prior to the liquidating distribution.  For such purposes, the as-converted number for the Junior Preferred Stock would be 237,212,786 shares of Common Stock, or 70.3% of the outstanding Common Stock.
 
CUSIP No.  8375C101
  
Page 5 of 13 Pages
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MatlinPatterson Global Partners III LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
            (a) o
                                            (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
AF, WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
    o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
-0-
 
8
SHARED VOTING POWER
*
 
9
SOLE DISPOSITIVE POWER
-0-
 
10
SHARED DISPOSITIVE POWER
*
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
*
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
    o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
*
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
 
*  The Investor beneficially owns, and is the record holder of, 723,499 shares of Junior Preferred Stock, comprised of 450,829 shares of Junior Preferred Stock and the Warrant to acquire 272,670 shares of Junior Preferred Stock.  The Junior Preferred Stock currently represents 49% of the total voting power of the voting stock of the Issuer.  The Junior Preferred Stock will vote with the Common Stock on an as-converted basis provided that the votes attributable to such shares of Junior Preferred Stock with respect to any holder of Junior Preferred Stock cannot exceed 49% of the total voting power of the voting stock of the Issuer.  The Junior Preferred Stock is initially convertible into up to 237,212,786 shares of Common Stock; however, the Investor is not entitled to convert the Junior Preferred Stock into Common Stock unless after such conversion it would hold no more than 49% of the voting power of the voting stock of the Issuer.  Upon a voluntary or involuntary liquidation, dissolution or winding up of the Issuer, the holders of Junior Preferred Stock will receive the amount payable if the Junior Preferred Stock had been converted into Common Stock immediately prior to the liquidating distribution.  For such purposes, the as-converted number for the Junior Preferred Stock would be 237,212,786 shares of Common Stock, or 70.3% of the outstanding Common Stock.
 
CUSIP No.  8375C101
  
Page 6 of 13 Pages
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MatlinPatterson Global Advisers LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
            (a) o
                                            (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
AF, WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
    o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
-0-
 
8
SHARED VOTING POWER
*
 
9
SOLE DISPOSITIVE POWER
-0-
 
10
SHARED DISPOSITIVE POWER
*
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
*
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
    o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
*
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
 
*  The Investor beneficially owns, and is the record holder of, 723,499 shares of Junior Preferred Stock, comprised of 450,829 shares of Junior Preferred Stock and the Warrant to acquire 272,670 shares of Junior Preferred Stock.  The Junior Preferred Stock currently represents 49% of the total voting power of the voting stock of the Issuer.  The Junior Preferred Stock will vote with the Common Stock on an as-converted basis provided that the votes attributable to such shares of Junior Preferred Stock with respect to any holder of Junior Preferred Stock cannot exceed 49% of the total voting power of the voting stock of the Issuer.  The Junior Preferred Stock is initially convertible into up to 237,212,786 shares of Common Stock; however, the Investor is not entitled to convert the Junior Preferred Stock into Common Stock unless after such conversion it would hold no more than 49% of the voting power of the voting stock of the Issuer.  Upon a voluntary or involuntary liquidation, dissolution or winding up of the Issuer, the holders of Junior Preferred Stock will receive the amount payable if the Junior Preferred Stock had been converted into Common Stock immediately prior to the liquidating distribution.  For such purposes, the as-converted number for the Junior Preferred Stock would be 237,212,786 shares of Common Stock, or 70.3% of the outstanding Common Stock.
 
CUSIP No.  8375C101
  
Page 7 of 13 Pages
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MatlinPatterson Asset Management LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
            (a) o
                                            (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
AF, WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
    o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
-0-
 
8
SHARED VOTING POWER
*
 
9
SOLE DISPOSITIVE POWER
-0-
 
10
SHARED DISPOSITIVE POWER
*
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
*
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
    o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
*
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
 
*  The Investor beneficially owns, and is the record holder of, 723,499 shares of Junior Preferred Stock, comprised of 450,829 shares of Junior Preferred Stock and the Warrant to acquire 272,670 shares of Junior Preferred Stock.  The Junior Preferred Stock currently represents 49% of the total voting power of the voting stock of the Issuer.  The Junior Preferred Stock will vote with the Common Stock on an as-converted basis provided that the votes attributable to such shares of Junior Preferred Stock with respect to any holder of Junior Preferred Stock cannot exceed 49% of the total voting power of the voting stock of the Issuer.  The Junior Preferred Stock is initially convertible into up to 237,212,786 shares of Common Stock; however, the Investor is not entitled to convert the Junior Preferred Stock into Common Stock unless after such conversion it would hold no more than 49% of the voting power of the voting stock of the Issuer.  Upon a voluntary or involuntary liquidation, dissolution or winding up of the Issuer, the holders of Junior Preferred Stock will receive the amount payable if the Junior Preferred Stock had been converted into Common Stock immediately prior to the liquidating distribution.  For such purposes, the as-converted number for the Junior Preferred Stock would be 237,212,786 shares of Common Stock, or 70.3% of the outstanding Common Stock.
 
CUSIP No.  8375C101
  
Page 8 of 13 Pages
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MatlinPatterson LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
           (a) o
                                            (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
AF, WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
    o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
-0-
 
8
SHARED VOTING POWER
*
 
9
SOLE DISPOSITIVE POWER
-0-
 
10
SHARED DISPOSITIVE POWER
*
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
*
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
    o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
*
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
 
*  The Investor beneficially owns, and is the record holder of, 723,499 shares of Junior Preferred Stock, comprised of 450,829 shares of Junior Preferred Stock and the Warrant to acquire 272,670 shares of Junior Preferred Stock.  The Junior Preferred Stock currently represents 49% of the total voting power of the voting stock of the Issuer.  The Junior Preferred Stock will vote with the Common Stock on an as-converted basis provided that the votes attributable to such shares of Junior Preferred Stock with respect to any holder of Junior Preferred Stock cannot exceed 49% of the total voting power of the voting stock of the Issuer.  The Junior Preferred Stock is initially convertible into up to 237,212,786 shares of Common Stock; however, the Investor is not entitled to convert the Junior Preferred Stock into Common Stock unless after such conversion it would hold no more than 49% of the voting power of the voting stock of the Issuer.  Upon a voluntary or involuntary liquidation, dissolution or winding up of the Issuer, the holders of Junior Preferred Stock will receive the amount payable if the Junior Preferred Stock had been converted into Common Stock immediately prior to the liquidating distribution.  For such purposes, the as-converted number for the Junior Preferred Stock would be 237,212,786 shares of Common Stock, or 70.3% of the outstanding Common Stock.
 
CUSIP No.  8375C101
  
Page 9 of 13 Pages
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David J. Matlin
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
            (a) o
                                            (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
AF, WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
    o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
-0-
 
8
SHARED VOTING POWER
*
 
9
SOLE DISPOSITIVE POWER
-0-
 
10
SHARED DISPOSITIVE POWER
*
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
*
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
    o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
*
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
 
*  The Investor beneficially owns, and is the record holder of, 723,499 shares of Junior Preferred Stock, comprised of 450,829 shares of Junior Preferred Stock and the Warrant to acquire 272,670 shares of Junior Preferred Stock.  The Junior Preferred Stock currently represents 49% of the total voting power of the voting stock of the Issuer.  The Junior Preferred Stock will vote with the Common Stock on an as-converted basis provided that the votes attributable to such shares of Junior Preferred Stock with respect to any holder of Junior Preferred Stock cannot exceed 49% of the total voting power of the voting stock of the Issuer.  The Junior Preferred Stock is initially convertible into up to 237,212,786 shares of Common Stock; however, the Investor is not entitled to convert the Junior Preferred Stock into Common Stock unless after such conversion it would hold no more than 49% of the voting power of the voting stock of the Issuer.  Upon a voluntary or involuntary liquidation, dissolution or winding up of the Issuer, the holders of Junior Preferred Stock will receive the amount payable if the Junior Preferred Stock had been converted into Common Stock immediately prior to the liquidating distribution.  For such purposes, the as-converted number for the Junior Preferred Stock would be 237,212,786 shares of Common Stock, or 70.3% of the outstanding Common Stock.
 
CUSIP No.  8375C101
  
Page 10 of 13 Pages
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark R. Patterson
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
            (a) o
                                            (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
AF, WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
    o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
-0-
 
8
SHARED VOTING POWER
*
 
9
SOLE DISPOSITIVE POWER
-0-
 
10
SHARED DISPOSITIVE POWER
*
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
*
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
    o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
*
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
 
*  The Investor beneficially owns, and is the record holder of, 723,499 shares of Junior Preferred Stock, comprised of 450,829 shares of Junior Preferred Stock and the Warrant to acquire 272,670 shares of Junior Preferred Stock.  The Junior Preferred Stock currently represents 49% of the total voting power of the voting stock of the Issuer.  The Junior Preferred Stock will vote with the Common Stock on an as-converted basis provided that the votes attributable to such shares of Junior Preferred Stock with respect to any holder of Junior Preferred Stock cannot exceed 49% of the total voting power of the voting stock of the Issuer.  The Junior Preferred Stock is initially convertible into up to 237,212,786 shares of Common Stock; however, the Investor is not entitled to convert the Junior Preferred Stock into Common Stock unless after such conversion it would hold no more than 49% of the voting power of the voting stock of the Issuer.  Upon a voluntary or involuntary liquidation, dissolution or winding up of the Issuer, the holders of Junior Preferred Stock will receive the amount payable if the Junior Preferred Stock had been converted into Common Stock immediately prior to the liquidating distribution.  For such purposes, the as-converted number for the Junior Preferred Stock would be 237,212,786 shares of Common Stock, or 70.3% of the outstanding Common Stock.
 
STATEMENT PURSUANT TO RULE 13d-1
OF THE GENERAL RULES AND REGULATIONS UNDER THE
SECURITIES AND EXCHANGE ACT OF 1934
 
Introduction
 
This amendment ("Amendment No. 3") amends the Schedule 13D Statement, dated July 3, 2008 (the "Statement", as amended by Amendment No. 1 thereto, dated August 18, 2008 and Amendment No. 2 thereto, dated September 3, 2008, the "Amended Statement") filed on behalf of (i) MP CA Homes LLC, a Delaware limited liability company (the "Investor"), (ii) MatlinPatterson Global Opportunities Partners III L.P. ("Matlin Partners (Delaware)"), a Delaware limited partnership, (iii) MatlinPatterson Global Opportunities Partners (Cayman) III L.P. ("Matlin Partners (Cayman)" and, together with Matlin Partners (Delaware), the "Matlin Partners"), a Cayman Islands limited partnership, (iv) MatlinPatterson Global Advisers LLC ("Matlin Advisers"), a Delaware limited liability company, by virtue of its investment authority over securities held by each of the Matlin Partners, (v) MatlinPatterson Global Partners III LLC ("Matlin Global Partners"), a Delaware limited liability company, as the general partner of each of the Matlin Partners, (vi) MatlinPatterson Asset Management LLC ("Matlin Asset Management"), a Delaware limited liability company, as the holder of all of the membership interests in Matlin Global Partners and Matlin Advisers, (vii) MatlinPatterson LLC ("MatlinPatterson"), a Delaware limited liability company, as the holder of all of the membership interests in Matlin Asset Management, and (viii) David J. Matlin and Mark R. Patterson each, as a holder of 50% of the membership interests in MatlinPatterson.  The Investor, Matlin Partners (Delaware), Matlin Partners (Cayman), Matlin Advisers, Matlin Global Partners, Matlin Asset Management, MatlinPatterson, David J. Matlin and Mark R. Patterson are collectively referred to in this Statement as the "Reporting Persons" and each is a "Reporting Person."  Capitalized terms used and not defined in this Amendment No. 3 shall have the meanings set forth in the Amended Statement.  Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported on the Amended Statement.
 
Item 4.                    Purpose of Transaction
 
Item 4 is amended and supplemented by adding the following:
 
The information set forth in Item 3 hereof is hereby incorporated by reference into this Item 4.  One or more of the Reporting Persons may, from time to time, purchase bonds, notes or other debt securities of the Issuer in amounts and at prices that it determines, in its sole discretion, are acceptable.  Except as otherwise disclosed herein, the Reporting Persons do not currently have any agreements, beneficially or otherwise, which would be related to or would result in any of the matters described in Items 4(a) - (j) of Schedule 13D; however, as part of the ongoing evaluation of this investment and investment alternatives, the Reporting Persons may consider such matters, and, subject to applicable law and the terms and conditions of the Stockholders Agreement, may formulate a plan with respect to such matters, and, from time to time, the Investor may hold discussions with or make formal proposals to management or the board of directors of the Issuer, other shareholders of the Issuer or other third parties regarding such matters.
 
Item 7.                    Material to be filed as Exhibits
 
Exhibit 1
Power of Attorney of David J. Matlin (incorporated by reference to Exhibit 1 to the Schedule 13D/A filed by the Reporting Persons on August 18, 2008).
 
Exhibit 2
Power of Attorney of Mark R. Patterson (incorporated by reference to Exhibit 1 to the Schedule 13D/A filed by the Reporting Persons on August 18, 2008).
 
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Exhibit 3
Agreement as to Joint Filing of Schedule 13D (incorporated by reference to Exhibit 3 to the Schedule 13D filed by the Reporting Persons on July 3, 2008).
 
Exhibit 4
Investment Agreement, dated as of May 26, 2008, between Standard Pacific Corp. and MP CA Homes LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on May 27, 2008).
 
Exhibit 5
Amendment No. 1 to Investment Agreement, dated as of June 27, 2008, between Standard Pacific Corp. and MP CA Homes LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer on July 1, 2008).
 
Exhibit 6
Certificate of Designations relating to the Senior Convertible Preferred Stock of the Issuer (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Issuer on July 1, 2008).
 
Exhibit 7
Certificate of Designations relating to the Junior Convertible Preferred Stock of the Issuer (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by the Issuer on July 1, 2008).
 
Exhibit 8
Stockholders Agreement, dated as of June 27, 2008, between Standard Pacific Corp. and MP CA Homes LLC (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer on July 1, 2008).
 
Exhibit 9
Warrant to purchase certain shares of Senior Convertible Preferred Stock, dated as of June 27, 2008, between Standard Pacific Corp. and MP CA Homes LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on July 1, 2008).
 

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SIGNATURES
 
After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  June 24, 2009
 
MP CA HOMES LLC
 
 
By:   /s/ Robert H. Weiss_______
Name:  Robert H. Weiss
Title:    General Counsel
MATLINPATTERSON GLOBAL
OPPORTUNITIES PARTNERS III L.P.
 
By:   /s/ Robert H. Weiss_______
Name:  Robert H. Weiss
Title:    General Counsel
 
MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS (CAYMAN) III L.P.
 
By:   /s/ Robert H. Weiss_______
Name:  Robert H. Weiss
Title:    General Counsel
 
MATLINPATTERSON GLOBAL ADVISERS LLC
 
 
By:   /s/ Robert H. Weiss_______
Name:  Robert H. Weiss
Title:    General Counsel
 
MATLINPATTERSON GLOBAL PARTNERS III LLC
 
 
By:   /s/ Robert H. Weiss_______
Name:  Robert H. Weiss
Title:    General Counsel
 
MATLINPATTERSON ASSET MANAGEMENT LLC
 
 
By:   /s/ Robert H. Weiss_______
Name:  Robert H. Weiss
Title:    General Counsel
 
MATLINPATTERSON LLC
 
 
By:   /s/ Robert H. Weiss_______
Name:  Robert H. Weiss
Title:    General Counsel
 
DAVID J. MATLIN
 
 
/s/ Robert H. Weiss_______
Name: Robert H. Weiss
Title:   Attorney-in-Fact
 
MARK R. PATTERSON
 
 
/s/ Robert H. Weiss_______
Name:  Robert H. Weiss
Title:   Attorney-in-Fact
  

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