Sec Form 4 Filing - MP CA Homes LLC @ CalAtlantic Group, Inc. - 2017-06-14

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 MP CA Homes LLC 2. Issuer Name and Ticker or Trading Symbol CalAtlantic Group, Inc. [ CAA] 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 MATLINPATTERSON GLOBAL ADVISERS LLC, 520 MADISON AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 06/14/2017 (Street) NEW YORK, NY10022 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) Code V Amount (A) or (D) Price Common Stock 06/14/2017 S 14,510,008 D $ 33.22 28,332,549 D ( 1 ) ( 2 ) ( 3 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MP CA Homes LLC C/O MATLINPATTERSON GLOBAL ADVISERS LLC 520 MADISON AVENUE NEW YORK, NY10022 X MatlinPatterson Global Opportunities Partners III LP C/O MATLINPATTERSON GLOBAL ADVISERS LLC 520 MADISON AVENUE NEW YORK, NY10022 X MatlinPatterson Global Opportunities Partners (Cayman) III LP C/O MATLINPATTERSON GLOBAL ADVISERS LLC 520 MADISON AVENUE NEW YORK, NY10022 X MatlinPatterson Global Partners III LLC C/O MATLINPATTERSON GLOBAL ADVISERS LLC 520 MADISON AVENUE NEW YORK, NY10022 X MATLINPATTERSON GLOBAL ADVISERS LLC 520 MADISON AVENUE NEW YORK, NY10022 X MatlinPatterson PE Holdings LLC MATLINPATTERSON PE HOLDINGS LLC 520 MADISON AVENUE NEW YORK, NY10022 X MATLINPATTERSON LLC C/O MATLINPATTERSON GLOBAL ADVISERS LLC 520 MADISON AVENUE NEW YORK, NY10022 X MATLIN DAVID J C/O MATLINPATTERSON GLOBAL ADVISERS LLC 520 MADISON AVENUE NEW YORK, NY10022 X Signatures MP CA HOMES LLC, By: /s/ Robert H. Weiss 06/15/2017 Signature of Reporting Person Date MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS III L.P., By: /s/ Robert H. Weiss 06/15/2017 Signature of Reporting Person Date MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS (CAYMAN) III L.P., By: /s/ Robert H. Weiss 06/15/2017 Signature of Reporting Person Date MATLINPATTERSON GLOBAL PARTNERS III LLC, By: /s/ Robert H. Weiss 06/15/2017 Signature of Reporting Person Date MATLINPATTERSON GLOBAL ADVISERS LLC, By: /s/ Robert H. Weiss 06/15/2017 Signature of Reporting Person Date MATLINPATTERSON PE HOLDINGS LLC, By: /s/ Robert H. Weiss 06/15/2017 Signature of Reporting Person Date MATLINPATTERSON LLC, By: /s/ Robert H. Weiss 06/15/2017 Signature of Reporting Person Date DAVID J. MATLIN, By: /s/ Robert H. Weiss, Attorney-in-Fact 06/15/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )MP CA Homes LLC was the direct owner of 42,842,557 shares of Common Stock. On June 14, 2017, MP CA Homes LLC sold 11,500,000 shares of Common Stock in an underwritten public offering and 3,010,008 shares of Common Stock to the Issuer in a direct share repurchase. MatlinPatterson Global Opportunities Partners III L.P. and MatlinPatterson Global Opportunities Partners (Cayman) III L.P. (together, "the Funds"), hold 100 percent of the membership interests in MP CA Homes LLC. MatlinPatterson Global Partners III LLC (the "General Partner") is the general partner of the Funds. MatlinPatterson Global Advisers LLC (the "Adviser") is the investment adviser to the Funds. MatlinPatterson PE Holdings LLC holds 100 percent of the voting interest and equity of the Adviser and the General Partner. (Continued in footnote 2) ( 2 )MatlinPatterson LLC holds 100 percent of the equity of MatlinPatterson PE Holdings LLC. Other than MP CA Homes LLC, each of the foregoing reporting persons disclaims beneficial ownership of the shares held by MP CA Homes LLC, except to the extent that such reporting person holds an indirect pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. ( 3 )David J. Matlin is an employee of the Adviser and a holder of 100 percent of the membership interests in MatlinPatterson LLC. He also has an indirect pecuniary interest in the Funds. His exact pecuniary interest therein is not readily determinable because it is subject to several variables, including without limitation, the internal rates of return of the Funds overall with respect to their indirect investment in the Issuer. David J. Matlin disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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