Sec Form 4 Filing - WILLIAM HARWELL LYON 1987 TRUST @ WILLIAM LYON HOMES - 2006-07-24

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
WILLIAM HARWELL LYON 1987 TRUST
2. Issuer Name and Ticker or Trading Symbol
WILLIAM LYON HOMES [ WLS]
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)
C/O WILLIAM LYON HOMES, 4490 VON KARMAN AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
07/24/2006
(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
Common Stock 07/24/2006 P 461,987 D $ 109 2,211,246 D
Common Stock 07/25/2006 J( 1 ) 245,177 ( 1 ) A $ 109 ( 1 ) 282 ( 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
Variable Prepaid Forward Contract ( 3 ) 07/24/2006 J( 3 ) 1 ( 3 ) ( 3 ) ( 3 ) Common Stock 117,000 ( 3 ) 0 ( 3 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WILLIAM HARWELL LYON 1987 TRUST
C/O WILLIAM LYON HOMES
4490 VON KARMAN AVENUE
NEWPORT BEACH, CA92660
X
Signatures
Richard M. Sherman, Jr., as Trustee of the William Harwell Lyon 1987 Trust 07/26/2006
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On July 25, 2006, following contribution to WLH Acquisition Corp. ("Parent") of a total of 7,832,644 shares of Common Stock of the Issuer by the reporting person, General William Lyon and an additional trust in exchange for a proportionate interest in Parent, Parent was merged with and into the Issuer, with the Issuer surviving the merger. Each of share of common stock of Parent was converted into one share of common stock of the surviving corporation, and each share of common stock of the Issuer not held by the Parent was converted into a right to receive $109.00 in cash (or such other amount as may be determined pursuant to an appraisal proceeding to the extent the holder properly elects seek appraisal rights). Accordingly, pursuant to these transactions, the reporting person effectively acquired 28.2% of the remaining 869,423 shares of Issuer Common Stock stock that was not held by the reporting person or the aforementioned trusts prior to the merger.
( 2 )By virtue of the exchange ratio in the merger, the number of shares held represents 28.2% of the outstanding shares of the surviving corporation.
( 3 )As previously reported, on September 15, 2005, the reporting person entered into a variable prepaid forward contract with an unrelated third party (the "Buyer") relating to up to 58,000 shares of Common Stock. On July 24, 2006, the contract was terminated, and the reporting person paid $6,280,820 to the Buyer in settlement of the contract.

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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