Sec Form 4 Filing - ZAIST MATTHEW R @ WILLIAM LYON HOMES - 2020-01-21

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 ZAIST MATTHEW R 2. Issuer Name and Ticker or Trading Symbol WILLIAM LYON HOMES [ WLH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) C/O WILLIAM LYON HOMES, 4695 MACARTHUR COURT, 8TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 01/21/2020 (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 01/21/2020 M 3,317 A $ 8.6625 508,425 D CLASS A COMMON STOCK 01/21/2020 F 1,302 ( 1 ) D $ 22.06 507,123 D CLASS A COMMON STOCK 01/21/2020 M 166,380 A $ 8.6625 270,406 I BY LLC ( 2 ) CLASS A COMMON STOCK 01/21/2020 F 108,890 ( 1 ) D $ 22.06 161,516 I BY LLC ( 2 )

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) (Inst r. 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 OPTION (RIGHT TO BUY) $ 8.6625 01/21/2020 M 3,317 ( 3 ) 09/30/2022 CLASS A COMMON STOCK 3,317 $ 0 0 D STOCK OPTION (RIGHT TO BUY) $ 8.6625 01/21/2020 M 166,380 ( 3 ) 09/30/2022 CLASS A COMMON STOCK 166,380 $ 0 0 I BY LLC ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ZAIST MATTHEW R C/O WILLIAM LYON HOMES 4695 MACARTHUR COURT, 8TH FLOOR NEWPORT BEACH, CA92660 X President & CEO Signatures /s/Jason R. Liljestrom, Attorney-in-Fact for Matthew R. Zaist 01/23/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of Class A Common Stock withheld to cover the exercise price and applicable withholding taxes related to the exercise of the options reported herein. There was no open market sale of any shares by the Reporting Person. ( 2 )Represents securities held by a limited liability company of which the Reporting Person is a manager, and in which the Reporting Person's trust holds a controlling interest. ( 3 )Fifty percent (50%) of the shares vested on October 1, 2012 and one-third of the remaining shares vested on each of December 31, 2012, 2013 and 2014.

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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