X0206 3 2015-06-14 0 0000878560 STANDARD PACIFIC CORP /DE/ SPF 0000085974 RYLAND GROUP INC 3011 TOWNSGATE ROAD, SUITE 200 WESTLAKE VILLAGE CA 91361 0 0 1 0 Common Stock, par value $0.01 per share 126400000 I See Footnotes Series B Junior Participating Convertible Preferred Stock Common Stock 87812786.89 I See Footnotes Securities beneficially owned as a result of The Ryland Group, Inc. ("Ryland") entering into a Voting Agreement, dated as of June 14, 2015, with MP CA Homes LLC, a Delaware limited liability company (with successors, "MatlinPatterson"), a stockholder of Standard Pacific Corp., a Delaware corporation (the "Issuer") (the "Voting Agreement"). Concurrently with the execution of the Voting Agreement, Ryland and the Issuer entered into the Amended and Restated Agreement and Plan of Merger, pursuant to which Ryland will be merged with and into the Issuer (the "Merger Agreement"). Ryland is filing this statement solely because, as a result of certain proxy and voting provisions contained in the Voting Agreement, Ryland may be deemed to share beneficial ownership of the shares of the 267,829 shares of Series B junior participating convertible preferred stock (the "Junior Preferred Stock") and 126,400,000 shares of common stock, par value $0.01 per share (the "Common Stock") covered by the Voting Agreement (126,667,829 Shares, which currently represent 49% of the total voting power of the voting stock of the Issuer) with MatlinPatterson for the purposes of determining Ryland's status as a ten percent holder thereof. The Junior Preferred Stock will vote with the Common Stock on an as-converted basis provided that the votes attributable to shares of Junior Preferred Stock held by MatlinPatterson, together with votes attributable to shares of Common Stock held by MatlinPatterson, cannot exceed 49% of the total voting power of the voting stock of the Issuer. (Continued from Footnote 2) The Junior Preferred Stock is initially convertible into up to 87,812,786.89 shares of Common Stock; however, MatlinPatterson 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. Ryland expressly disclaims any beneficial ownership of the shares reported herein, and Ryland does not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) in any of the shares subject to the Voting Agreement. Ryland declares that the filing of this Form 3 shall not be construed as an admission by Ryland that it is the beneficial owner of any of the shares subject to the Voting Agreement for purposes of Section 13(d), 13(g) or 16 of the Exchange Act, or for any other purposes, and such beneficial ownership is hereby expressly disclaimed. In addition, pursuant to the Voting Agreement, MatlinPatterson agreed, among other things, to vote its shares of Issuer stock in favor of the Merger, the Merger Agreement and the transactions contemplated by the Merger Agreement, granted Ryland an irrevocable proxy to vote its Issuer stock in accordance with the terms of the Voting Agreement and agreed, subject to limited exceptions, not to transfer such shares, other than in accordance with the Voting Agreement. The Voting Agreement will terminate upon the earliest to occur of: (i) the effective time of the Merger, (ii) the date on which the Merger Agreement is terminated and (iii) written notice of termination of the Voting Agreement by Ryland to MatlinPatterson. Separately, MatlinPatterson has given an irrevocable notice to the Issuer to convert all of its Issuer preferred stock into Common Stock immediately following the consummation of the Merger and a related 5-for-1 reverse stock split. THE RYLAND GROUP, INC., /s/ Timothy J. Geckle, Name: Timothy J. Geckle, Title: Senior Vice President, General Counsel and Secretary 2015-06-24