Sec Form 4 Filing - Luxor Capital Group, LP @ WILLIAM LYON HOMES

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

Luxor Capital Group, LP

2. Issuer Name and Ticker or Trading Symbol
WILLIAM LYON HOMES [ WLH]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	X __ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

1114 AVENUE OF THE AMERICAS, 29TH FLOOR

3. Date of Earliest Transaction (MM/DD/YY)
05/21/2013

(Street)

NEW YORK, NY10036

4. If Amendment, Date Original Filed (MM/DD/YY)

6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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)
1.Title of Security (Instr. 3)	2. Transaction Date (MM/DD/YY)	2A. Deemed Execution Date, if any (MM/DD/YY)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/21/2013		C		709,322 ^{( 1 )}	A		1,873,445 ^{( 1 )}	D ^{( 3 )} ^{( 8 )} ^{( 9 )}
Class A Common Stock	05/21/2013		C		80,689 ^{( 1 )}	A		418,964 ^{( 1 )}	D ^{( 4 )} ^{( 8 )} ^{( 9 )}
Class A Common Stock	05/21/2013		C		391,258 ^{( 1 )}	A		1,482,233 ^{( 1 )}	D ^{( 5 )} ^{( 8 )} ^{( 9 )}
Class A Common Stock	05/21/2013		C		90,506 ^{( 1 )}	A		295,214 ^{( 1 )}	D ^{( 6 )} ^{( 8 )} ^{( 9 )}
Class A Common Stock	05/21/2013		C		75,941 ^{( 1 )}	A		199,994 ^{( 1 )}	I	See ^{( 7 )} ^{( 8 )} ^{( 9 )}
Class A Common Stock	05/21/2013		C		3,126,225 ^{( 1 )}	A		4,999,670 ^{( 1 )}	D ^{( 3 )} ^{( 8 )} ^{( 9 )}
Class A Common Stock	05/21/2013		C		530,442 ^{( 1 )}	A		949,406 ^{( 1 )}	D ^{( 4 )} ^{( 8 )} ^{( 9 )}
Class A Common Stock	05/21/2013		C		2,572,097 ^{( 1 )}	A		4,054,330 ^{( 1 )}	D ^{( 5 )} ^{( 8 )} ^{( 9 )}
Class A Common Stock	05/21/2013		C		594,980 ^{( 1 )}	A		890,194 ^{( 1 )}	D ^{( 6 )} ^{( 8 )} ^{( 9 )}
Class A Common Stock	05/21/2013		C		328,706 ^{( 1 )}	A		528,700 ^{( 1 )}	I	See ^{( 7 )} ^{( 8 )} ^{( 9 )}
Class A Common Stock	05/21/2013		S		1,951,950 ^{( 1 )}	D	$ 25	3,047,720 ^{( 1 )}	D ^{( 3 )} ^{( 8 )} ^{( 9 )}
Class A Common Stock	05/21/2013		S		552,725 ^{( 1 )}	D	$ 25	337,469 ^{( 1 )}	D ^{( 6 )} ^{( 8 )} ^{( 9 )}
Class A Common Stock	05/21/2013		S		322,825 ^{( 1 )}	D	$ 25	205,875 ^{( 1 )}	I	See ^{( 7 )} ^{( 8 )} ^{( 9 )}

**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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class C Common Stock	^{( 2 )}	05/21/2013		C			5,851,909	^{( 2 )}	^{( 2 )}	Class A Common Stock	709,322 ^{( 1 )}	^{( 2 )}	0	D ^{( 3 )} ^{( 8 )} ^{( 9 )}
Class C Common Stock	^{( 2 )}	05/21/2013		C			665,684	^{( 2 )}	^{( 2 )}	Class A Common Stock	80,689 ^{( 1 )}	^{( 2 )}	0	D ^{( 4 )} ^{( 8 )} ^{( 9 )}
Class C Common Stock	^{( 2 )}	05/21/2013		C			3,227,879	^{( 2 )}	^{( 2 )}	Class A Common S tock	391,258 ^{( 1 )}	^{( 2 )}	0	D ^{( 5 )} ^{( 8 )} ^{( 9 )}
Class C Common Stock	^{( 2 )}	05/21/2013		C			746,675	^{( 2 )}	^{( 2 )}	Class A Common Stock	90,506 ^{( 1 )}	^{( 2 )}	0	D ^{( 6 )} ^{( 8 )} ^{( 9 )}
Class C Common Stock	^{( 2 )}	05/21/2013		C			626,517	^{( 2 )}	^{( 2 )}	Class A Common Stock	75,941 ^{( 1 )}	^{( 2 )}	0	I	See ^{( 7 )} ^{( 8 )} ^{( 9 )}
Convertible Preferred Stock	^{( 2 )}	05/21/2013		C			25,791,356	^{( 2 )}	^{( 2 )}	Class A Common Stock	3,126,225 ^{( 1 )}	^{( 2 )}	0	D ^{( 3 )} ^{( 8 )} ^{( 9 )}
Convertible Preferred Stock	^{( 2 )}	05/21/2013		C			4,376,147	^{( 2 )}	^{( 2 )}	Class A Common Stock	530,442 ^{( 1 )}	^{( 2 )}	0	D ^{( 4 )} ^{( 8 )} ^{( 9 )}
Convertible Preferred Stock	^{( 2 )}	05/21/2013		C			21,219,798	^{( 2 )}	^{( 2 )}	Class A Common Stock	2,572,097 ^{( 1 )}	^{( 2 )}	0	D ^{( 5 )} ^{( 8 )} ^{( 9 )}
Convertible Preferred Stock	^{( 2 )}	05/21/2013		C			4,908,581	^{( 2 )}	^{( 2 )}	Class A Common Stock	594,980 ^{( 1 )}	^{( 2 )}	0	D ^{( 6 )} ^{( 8 )} ^{( 9 )}
Convertible Preferred Stock	^{( 2 )}	05/21/2013		C			2,711,823	^{( 2 )}	^{( 2 )}	Class A Common Stock	328,706 ^{( 1 )}	^{( 2 )}	0	I	See ^{( 7 )} ^{( 8 )} ^{( 9 )}

**Reporting Owners**
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Luxor Capital Group, LP 1114 AVENUE OF THE AMERICAS 29TH FLOOR NEW YORK, NY10036		X
LUXOR CAPITAL PARTNERS OFFSHORE LTD C/O M&C CORPORATE SVCS LTD PO BOX 309 GT UGLAND HOUSE GEORGE TOWN, E900000		X
Luxor Capital Partners, LP 1114 AVENUE OF THE AMERICAS 29TH FLOOR NEW YORK, NY10036		X
Luxor Wavefront, LP 1114 AVENUE OF THE AMERICAS 29TH FLOOR NEW YORK, NY10036		X
LUXOR SPECTRUM OFFSHORE LTD C/O MAPLES CORPORATE SERVICES LTD P.O. BOX 309 GT GEORGE TOWN, E9KY1-1104		X

**Signatures**
Norris Nissim, as General Counsel of Luxor Management, LLC, General Partner of Luxor Capital Group, LP		05/23/2013
Signature of Reporting Person		Date

Explanation of Responses:

( 1 )Reflects the number of shares of Class A Common Stock after taking into account the issuer's 1:8.25 reverse stock split.
( 2 )Immediately prior to the consummation of the initial public offering of the issuer's Class A Common Stock, the Class C Common Stock and the Convertible Preferred Stock automatically c onverted into Class A Common Stock. The issuer's initial public offering of its Class A Common Stock closed on May 21, 2013.
( 3 )Reflects the securities of the issuer owned directly by Luxor Capital Partners, LP (the "Onshore Fund").
( 4 )Reflects the securities of the issuer owned directly by Luxor Wavefront, LP (the "Wavefront Fund").
( 5 )Reflects the securities of the issuer owned directly by Luxor Capital II Company (the "Capital II Company"). The Capital II Company is a subsidiary of Luxor Capital Partners Offshore Master Fund, LP (the "Offshore Master Fund"). The Offshore Master Fund is a subsidiary of Luxor Capital Partners Offshore, Ltd. (the "Offshore Feeder Fund").
( 6 )Reflects the securities of the issuer owned directly by Luxor Spectrum Offshore Master Fund, LP (the "Spectrum Offshore Master Fund"). The Spectrum Offshore Master Fund is a subsidiary of Luxor Spectrum Offshore, Ltd. (the "Spectrum Offshore Feeder Fund").
( 7 )Reflects the securities of the issuer held in an account managed separately (the "Separately Managed Account") by Luxor Capital Group, LP ("Luxor Capital Group").
( 8 )Luxor Capital Group acts as the investment manager of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund, the Offshore Feeder Fund, the Spectrum Offshore Master Fund and the Spectrum Offshore Feeder Fund (collectively, the "Luxor Funds") and the Separately Managed Account. Luxor Management, LLC ("Luxor Management") is the general partner of Luxor Capital Group. Mr. Leone is the managing member of Luxor Management. LCG Holdings, LLC ("LCG Holdings") is the general partner of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Offshore Spectrum Master Fund. Mr. Leone is the managing member of LCG Holdings.
( 9 )Luxor Capital Group, Luxor Management and Mr. Leone may each be deemed to indirectly beneficially own the shares of common stock held by the Luxor Funds, the Capital II Company and the Separately Managed Account. LCG Holdings may be deemed to indirectly beneficially own the shares of common stock held by the Onshore Fund, the Wavefront Fund, the Capital II Company, the Offshore Master Fund and the Spectrum Offshore Master Fund. For purposes of this Form 4, Luxor Capital Group, Luxor Management, LCG Holdings and Mr. Leone each disclaims beneficial ownership of the shares of common stock owned by the Luxor Funds, the Capital II Company and the Separately Managed Account, except to the extent of their or his pecuniary interest therein.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Sec Form 4 Filing - Luxor Capital Group, LP @ WILLIAM LYON HOMES - 2013-05-21