Sec Form 4 Filing - SEAY LARRY WAYNE @ Meritage Homes CORP - 2013-03-05

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SEAY LARRY WAYNE 2. Issuer Name and Ticker or Trading Symbol Meritage Homes CORP [ MTH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive VP - CFO (Last) (First) (Middle) 17851 N. 85TH STREET, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 03/05/2013 (Street) SCOTTSDALE, AZ85255 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price MTH Common Stock 03/05/2013 S 25,000 D $ 42.51 60,965 D MTH Common Stock 03/06/2013 M 12,518 A $ 15.98 73,483 D MTH Common Stock 03/06/2013 M 7,305 A $ 13.69 80,788 ( 1 ) D MTH Common Shares 37,500 ( 2 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares M/TH COMMON STOCK $ 15.98 03/06/2013 M 3 12/11/2008 12/11/2014 M/TH COMMON STOCK 3 $ 0 0 D M/TH COMMON STOCK $ 15.98 03/06/2013 M 3 12/11/2009 12/11/2014 M/TH COMMON STOCK 3 $ 0 0 D M/TH COMMON STOCK $ 15.98 03/06/2013 M 6,255 12/11/2010 12/11/2014 M/TH COMMON STOCK 6,255 $ 0 0 D M/TH COMMON STOCK $ 15.98 03/06/2013 M 6,257 12/11/2011 12/11/2014 M/TH COMMON STOCK 6,257 $ 0 0 D M/TH COMMON STOCK $ 13.69 03/06/2013 M 1 01/02/2012 01/02/2015 M/TH COMMON STOCK 1 $ 0 0 D M/TH COMMON STOCK $ 13.69 03/06/2013 M 7,304 01/02/2013 01/02/2015 M/TH COMMON STOCK 7,304 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SEAY LARRY WAYNE 17851 N. 85TH STREET SUITE 300 SCOTTSDALE, AZ85255 Executive VP - CFO Signatures /s/ Hilla Sferruzza, attorney-in-fact for Larry W. Seay 03/07/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Balance reflects all other holdings, including restricted shares that have previously vested. ( 2 )Balance represents restricted shares not vested but does not include 37,500 shares of restricted stock with vesting contingent upon the achievement of pre-specified performance targets.

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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