X0202 4 2006-07-24 0001095996 WILLIAM LYON HOMES WLS 0001235473 LYON WILLIAM C/O WILLIAM LYON HOMES 4490 VON KARMAN AVENUE NEWPORT BEACH CA 92660 1 1 1 0 CEO and Chairman of the Board Common Stock 2006-07-24 4 J 0 74704 D 5751948 D Common Stock 2006-07-24 4 S 0 549540 109.00 D 5202408 D Common Stock 2006-07-25 4 J 0 577297 109.00 A 664 D Variable Prepaid Forward Contract 2006-07-24 4 J 0 1 D Common Stock 117000 0 D On May 17, 2006, the reporting person reported the acquisition (on May 15, 2006) of 1,645,660 shares of common stock of the Issuer pursuant to a tender offer at $109.00 per share. That number of shares included over 300,000 shares that had been accepted for payment but which remained subject to guaranteed delivery procedures utilized by the tendering parties. The guarantees were not fulfilled by the tendering parties with respect to 74,704 of those shares. On July 25, 2006, following contribution to WLH Acquisition Corp. ("Parent") of a total of 7,832,644 shares of Common Stock of the Issuer by the reporting person and two trusts in exchange for a proportionate interest in Parent, Parent was merged with and into the Issuer, with the Issuer surviving the merger. Each of share of common stock of Parent was converted into one share of common stock of the surviving corporation, and each share of common stock of the Issuer not held by the Parent was converted into a right to receive $109.00 in cash (or such other amount as may be determined pursuant to an appraisal proceeding to the extent the holder properly elects seek appraisal rights). Accordingly, pursuant to these transactions, the reporting person effectively acquired 66.4% of the remaining 869,423 shares of Issuer Common Stock stock that was not held by the reporting person or the aforementioned trusts prior to the merger. By virtue of the exchange ratio in the merger, the number of shares represents 66.4% of the outstanding shares of the surviving corporation. As previously reported, on September 15, 2005, the reporting person entered into a variable prepaid forward contract with an unrelated third party (the "Buyer") relating to up to 117,000 shares of Common Stock. On July 24, 2006, the contract was terminated, and the reporting person paid $12,669,930 to the Buyer in settlement of the contract. William Lyon 2006-07-26