WILLIAM LYON HOMES (NYSE:WLH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

to the preemptive rights granted under the Company’s Third Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), upon the issuances of the shares of ClassA Common Stock underlying the TEUs as described above, Lyon Shareholder 2012, LLC, a Delaware limited liability company and the sole holder (the “ClassB Holder”) of the Company’s ClassB Common Stock, par value $0.01 per share (the “ClassB Common Stock”), had the right to purchase up to the number of additional shares of ClassB Common Stock needed to maintain its voting power at the time of such issuances of ClassA Common Stock. On December14, 2017, in connection with the exercise of such preemptive rights by the ClassB Holder, the Company entered into a stock purchase agreement (the “Purchase Agreement”) with the ClassB Holder. The Purchase Agreement provides for the purchase by the ClassB Holder from the Company of 1,003,510 newly issued shares of ClassB Common Stock, subject to the terms and conditions specified therein, which reflects the maximum number of shares that could be purchased to such preemptive rights in connection with the settlement of the TEUs.

The description in Item 1.01 below is incorporated herein by reference.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On December14, 2017, and to the Purchase Agreement, the Company issued and sold to the ClassB Holder 1,003,510 shares of ClassB Common Stock, which shares are beneficially owned by William H. Lyon, the Company’s Executive Chairman and Chairman of the Board of Directors. The aggregate consideration received by the Company for the ClassB Common Stock was $29,908,028.20, for an average purchase price of approximately $29.80 per share.

to the terms of the Certificate of Incorporation, each share of ClassB Common Stock is convertible into a share of ClassA Common Stock. Each share of ClassB Common Stock will automatically

convert into one share of ClassA Common Stock if holders of a majority of the shares of ClassB Common Stock then-outstanding vote in favor of such conversion. Further, if, at any time, any share of ClassB Common Stock is not owned, beneficially or of record, by either General William Lyon or William H. Lyon, their siblings, spouses and lineal descendants (including by step-, adoptive and similar relationships), any entities wholly owned by one or more of the foregoing persons, or any trusts or other estate planning vehicles for the benefit of any of the foregoing, then such share of ClassB Common Stock will automatically convert into one share of ClassA Common Stock. A holder of ClassB Common Stock may also elect at any time to convert any or all of their shares into ClassA Common Stock at the rate of one share of ClassA Common Stock for each share of ClassB Common Stock.

No underwriters were involved in the issuance and sale of the shares of ClassB Common Stock.

EXHIBIT INDEX

WILLIAM LYON HOMES Exhibit
EX-10.1 2 d511851dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”),…
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