Sec Form 13G Filing - CARLSON CAPITAL L P @ WILLIAM LYON HOMES

Sec Form 13G Filing - CARLSON CAPITAL L P filing for WILLIAM LYON HOMES (WLH) - 2019-02-14

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

William Lyon Homes

(Name of Issuer)

Class A Common Stock, $0.01 par value per share

(Title of Class of Securities)

552074700

(CUSIP Number)

January 8, 2019

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

*	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 the disclosures provided in a prior cover page.

The information required in 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. 552074700		SCHEDULE 13G		Page 2 of 16 Pages


CUSIP No. 552074700		SCHEDULE 13G		Page 3 of 16 Pages


CUSIP No. 552074700		SCHEDULE 13G		Page 4 of 16 Pages


CUSIP No. 552074700		SCHEDULE 13G		Page 5 of 16 Pages


CUSIP No. 552074700		SCHEDULE 13G		Page 6 of 16 Pages


CUSIP No. 552074700		SCHEDULE 13G		Page 7 of 16 Pages


CUSIP No. 552074700		SCHEDULE 13G		Page 8 of 16 Pages


CUSIP No. 552074700		SCHEDULE 13G		Page 9 of 16 Pages


CUSIP No. 552074700		SCHEDULE 13G		Page 10 of 16 Pages

Item 1(a).

NAME OF ISSUER

William Lyon Homes, a Delaware Corporation (the “Issuer”).

Item 1(b).

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

4695 McArthur Court, 8^th Floor

Newport Beach, CA 92660

Item 2(a).

NAME OF PERSON FILING

This statement is filed by:

(i) Double Black Diamond Offshore Ltd., a Cayman Islands exempted company (“Double Offshore”), with respect to the Common Stock directly held by it;

(ii) Black Diamond Offshore Ltd., a Cayman Islands exempted company (“Offshore”), with respect to the Common Stock directly held by it;

(iii) Black Diamond Relative Value Offshore Ltd., a Cayman Islands exempted company (“Relative Value Offshore”), with respect to the Common Stock directly held by it;

(iv) Black Diamond Relative Value Cayman L.P., a Cayman Islands exempted limited partnership (“Relative Value Cayman”), with respect to the Common Stock directly held by it;

(v) Black Diamond Thematic Offshore Ltd., a Cayman Islands exempted company (“Thematic” and together with Double Offshore, Offshore, Relative Value Offshore, and Relative Value Cayman, the “Funds”), with respect to the Common Stock directly held by it;

(vi) Carlson Capital L.P., a Delaware limited partnership (“Carlson Capital”), which serves as the investment manager to the Funds and certain managed accounts (collectively, the “Accounts”) with respect to any shares of Common Stock of the Issuer held by the Funds or the Accounts;

(vii) Asgard Investment Corp., a Delaware corporation (“Asgard”), which serves as the general partner of Carlson Capital, with respect to the Common Stock directly held by the Funds or the Accounts;

(viii) Asgard Investment Corp. II, a Delaware corporation (“Asgard”), which is the sole stockholder of Asgard II, with respect to the Common Stock directly held by the Funds or the Accounts; and

(ix) Mr. Clint D. Carlson, a United States citizen (“Mr. Carlson”), who is the sole stockholder of Asgard and serves as president of Asgard, Asgard II and Carlson Capital, with respect to the Common Stock directly held by the Funds or the Accounts.

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons”.

The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Stock reported herein.

Item 2(b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE

The address of the principal business office of each of the Reporting Persons is 2100 McKinney Avenue, Suite 1800, Dallas, Texas 75201.

Item 2(c).

CITIZENSHIP

Carlson Capital is a Delaware limited partnership. Each of the Funds is a Cayman Islands exempted company or exempted limited partnership. Each of Asgard and Asgard II is a Delaware corporation. Mr. Carlson is a United States citizen.

Item 2(d).

TITLE OF CLASS OF SECURITIES

Class A Common Stock, par value $0.01 per share (the “Common Stock”).

Item 2(e).

CUSIP No.

552074700

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13D-1(B), OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:


(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)	☒	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	☐	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).

(k)	☐	Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.

OWNERSHIP

Double Offshore:

(a)

Amount beneficially owned: 808,198

(b)

Percent of class: 2.45%

Sole power to vote or direct the vote: 0

(ii)

Shared power to vote or direct the vote: 808,198

(iii)

Sole power to dispose or direct the disposition: 0

(iv)

Shared power to dispose or direct the disposition: 808,198

Offshore:

(a)

Amount beneficially owned: 191,568

(b)

Percent of class: 0.58%

Sole power to vote or direct the vote: 0

(ii)

Shared power to vote or direct the vote: 191,568

(iii)

Sole power to dispose or direct the disposition: 0

(iv)

Shared power to dispose or direct the disposition: 191,568

Relative Value Offshore:

(a)

Amount beneficially owned: 11,614

(b)

Percent of class: 0.04%

Sole power to vote or direct the vote: 0

(ii)

Shared power to vote or direct the vote: 11,614

(iii)

Sole power to dispose or direct the disposition: 0

(iv)

Shared power to dispose or direct the disposition: 11,614

Relative Value Cayman:

(a)

Amount beneficially owned: 41,950

(b)

Percent of class: 0.13%

Sole power to vote or direct the vote: 0

(ii)

Shared power to vote or direct the vote: 41,950

(iii)

Sole power to dispose or direct the disposition: 0

(iv)

Shared power to dispose or direct the disposition: 41,950

Thematic:

(a)

Amount beneficially owned: 0

(b)

Percent of class: 0%

Sole power to vote or direct the vote: 0

(ii)

Shared power to vote or direct the vote: 0

(iii)

Sole power to dispose or direct the disposition: 0

(iv)

Shared power to dispose or direct the disposition: 0

Carlson Capital:

(a)

Amount beneficially owned: 1,170,146

(b)

Percent of class: 3.55%

Sole power to vote or direct the vote: 0

(ii)

Shared power to vote or direct the vote: 1,170,146

(iii)

Sole power to dispose or direct the disposition: 0

(iv)

Shared power to dispose or direct the disposition: 1,170,146

Asgard:

(a)

Amount beneficially owned: 1,170,146

(b)

Percent of class: 3.55%

Sole power to vote or direct the vote: 0

(ii)

Shared power to vote or direct the vote: 1,170,146

(iii)

Sole power to dispose or direct the disposition: 0

(iv)

Shared power to dispose or direct the disposition: 1,170,146

Asgard II:

(a)

Amount beneficially owned: 1,170,146

(b)

Percent of class: 3.55%

Sole power to vote or direct the vote: 0

(ii)

Shared power to vote or direct the vote: 1,170,146

(iii)

Sole power to dispose or direct the disposition: 0

(iv)

Shared power to dispose or direct the disposition: 1,170,146

Mr. Carlson:

(a)

Amount beneficially owned: 1,170,146

(b)

Percent of class: 3.55%

Sole power to vote or direct the vote: 0

(ii)

Shared power to vote or direct the vote: 1,170,146

(iii)

Sole power to dispose or direct the disposition: 0

(iv)

Shared power to dispose or direct the disposition: 1,170,146

The percentages used herein and in the rest of the Schedule 13G are based on 32,937,737 shares of Class A Common Stock outstanding as of October 31, 2018, as per the Issuer’s Form 10-Q dated November 5, 2018.

Item 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.

Item 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

Not applicable.

Item 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON

Not applicable.

Item 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

Not applicable.

Item 9.

NOTICE OF DISSOLUTION OF GROUP

Not applicable.

Item 10.

CERTIFICATION

Each of the Reporting Persons hereby makes the following certification:

By signing below, each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATED: February 14, 2019


DOUBLE BLACK DIAMOND OFFSHORE LTD.

By:		Carlson Capital, L.P., its investment manager

By:		/s/ Clint D. Carlson
Name:		Clint D. Carlson
Title:		President


BLACK DIAMOND OFFSHORE LTD.

By:		Carlson Capital, L.P., its investment manager

By:		/s/ Clint D. Carlson
Name:		Clint D. Carlson
Title:		President


BLACK DIAMOND RELATIVE VALUE OFFSHORE LTD.

By:		Carlson Capital, L.P., its investment manager

By:		/s/ Clint D. Carlson
Name:		Clint D. Carlson
Title:		President


BLACK DIAMOND RELATIVE VALUE CAYMAN L.P.

By:		Carlson Capital, L.P., its investment manager

By:		/s/ Clint D. Carlson
Name:		Clint D. Carlson
Title:		President


BLACK DIAMOND THEMATIC OFFSHORE LTD.

By:		Carlson Capital, L.P., its investment manager

By:		/s/ Clint D. Carlson
Name:		Clint D. Carlson
Title:		President


CARLSON CAPITAL, L.P.

By:		Asgard Investment Corp. II, its general partner

By:		/s/ Clint D. Carlson
Name:		Clint D. Carlson
Title:		President


ASGARD INVESTMENT CORP.

By:		/s/ Clint D. Carlson
Name:		Clint D. Carlson
Title:		President


ASGARD INVESTMENT CORP. II

By:		/s/ Clint D. Carlson
Name:		Clint D. Carlson
Title:		President

CLINT D. CARLSON

/s/ Clint D. Carlson

NAMES OF REPORTING PERSON

Double Black Diamond Offshore Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands