Sec Form 4 Filing - CONNELLY MARY J @ WILLIAM LYON HOMES - 2013-05-21

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 CONNELLY MARY J 2. Issuer Name and Ticker or Trading Symbol WILLIAM LYON HOMES [ WLH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SEE REMARKS (Last) (First) (Middle) C/O WILLIAM LYON HOMES, 4695 MACARTHUR COURT, 8TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/21/2013 (Street) NEWPORT BEACH, CA92660 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 CLASS A COMMON STOCK 05/21/2013 C 60,168 ( 1 ) A $ 0 60,168 ( 1 ) 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 CLASS D COMMON STOCK ( 2 ) 05/21/2013 C 33,431 ( 1 ) ( 3 ) ( 4 ) ( 2 ) CLASS A CO MMON STOCK 33,431 $ 0 0 D CLASS D COMMON STOCK ( 2 ) 05/21/2013 C 26,737 ( 1 ) ( 5 ) ( 6 ) ( 2 ) CLASS A COMMON STOCK 26,737 $ 0 0 D STOCK OPTION (RIGHT TO BUY) $ 1.05 05/21/2013 C 438,000 ( 4 ) 09/30/2022 CLASS D COMMON STOCK 438,000 ( 2 ) $ 0 0 D STOCK OPTION (RIGHT TO BUY) $ 8.67 05/21/2013 C 53,090 ( 1 ) ( 4 ) 09/30/2022 CLASS A COMMON STOCK 53,090 ( 1 ) $ 0 53,090 ( 1 ) D STOCK OPTION (RIGHT TO BUY) $ 1.05 05/21/2013 C 99,188 ( 4 ) 09/30/2017 CLASS D COMMON STOCK 99,188 ( 2 ) $ 0 0 D STOCK OPTION (RIGHT TO BUY) $ 8.67 05/21/2013 C 12,022 ( 1 ) ( 4 ) 09/30/2017 CLASS A COMMON STOCK 12,022 ( 1 ) $ 0 12,022 ( 1 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CONNELLY MARY J C/O WILLIAM LYON HOMES 4695 MACARTHUR COURT, 8TH FLOOR NEWPORT BEACH, CA92660 SEE REMARKS Signatures /s/ Colin T. Severn, Attorney-in-Fact for Mary J. Connelly 05/21/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Prior to the closing of the Issuer's initial public offering and sale to the underwriters, (i) the Issuer effected a 1-for-8.25 reverse stock split of its Class A Common Stock (the "Reverse Split") and (ii) all outstanding shares of the Issuer's Class C Common Stock, Class D Common Stock (including shares underlying outstanding equity awards) and Convertible Preferred Stock converted into shares of Class A Common Stock on a one-for-one basis as automatically adjusted for the Reverse Split (the "Conversion"). The information reported on this line item reflects the Reverse Split and the Conversion. ( 2 )Class D Common Stock has no expiration date and, subject to certain events, is automatically convertible on a one-for-one basis into shares of Class A Common Stock. ( 3 )The number of shares of Class D Common Stock for this line item was previously reported on Form 3 as covering 275,812 shares prior to the Reverse Split. ( 4 )Fifty percent (50%) of the shares vested on October 1, 2012 with one-third of the remaining shares vesting on each of December 31, 2012, 2013 and 2014. ( 5 )The number of shares of Class D Common Stock for this line item was previously reported on Form 3 as covering 220,588 shares prior to the Reverse Split. ( 6 )Vests in three equal annual installments on each of March 1, 2014, 2015 and 2016, subject to certain restrictions.

Remarks: The Reporting Person is Senior Vice President and Nevada Division President of the Issuer.

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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