Sec Form 4 Filing - NICHOLSON LARRY T @ RYLAND GROUP INC - 2014-11-11

Insider filing report for Changes in Beneficial Ownership
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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
NICHOLSON LARRY T
2. Issuer Name and Ticker or Trading Symbol
RYLAND GROUP INC [ RYL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO & President
(Last) (First) (Middle)
3011 TOWNSGATE ROAD, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
11/11/2014
(Street)
WESTLAKE VILLAGE, CA91361-3027
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
Common Stock 11/11/2014 M 10,000 A $ 23.27 458,456 D
Common Stock 11/11/2014 S 10,000 D $ 38.3502 ( 1 ) 448,456 ( 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
Stock Options (Right to Buy) $ 23.27 11/11/2014 M 10,000 03/01/2011( 3 ) 03/01/2015 Common Stock 10,000 $ 23.27 105,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NICHOLSON LARRY T
3011 TOWNSGATE ROAD
SUITE 200
WESTLAKE VILLAGE, CA91361-3027
X CEO & President
Signatures
Timothy J. Geckle, as Attorney-in-Fact for Larry T. Nicholson 11/12/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. The prices actually received ranged from $38.3500 to $38.3600. The reporting person will provide the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
( 2 )Includes 576 shares held by the Ryland Retirement Savings Opportunity Plan and allocated to the account of the Reporting Person pursuant to the conversion of shares of Series A ESOP Convertible Preferred Shares held by the Plan as required by Section 409(1)(3) of the Internal Revenue Code.
( 3 )The Stock Options vest in three equal installments on March 1, 2011, 2012 and 2013.

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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