SEC Form 5 · accession 0001106191-19-000001
WILLIAM LYON HOMES · WLH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
BAY RESOURCE PARTNERS LP
10% Owner
Thomas E Claugus
10% Owner
GMT CAPITAL CORP
10% Owner
BAY II RESOURCE PARTNERS LP
10% Owner
Period of report
Dec 31, 2018
Accepted (ET)
Feb 13, 2019 · 8:16 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001095996
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| COMMON - CLASS AF1,F2,F3,F4 | Nov 27, 2018 | S | 24,498 | $12.01 | D | 3,151,427 | D | |
| COMMON - CLASS AF1,F2,F5,F6 | Nov 28, 2018 | S | 83,300 | $12.18 | D | 3,068,127 | D | |
| COMMON - CLASS AF1,F2,F7,F8 | Dec 4, 2018 | S | 40,803 | $11.75 | D | 3,027,324 | D | |
| COMMON - CLASS AF1,F2,F9,F10 | Dec 6, 2018 | S | 87,797 | $11.88 | D | 2,939,527 | D | |
| COMMON - CLASS AF1,F2,F11,F12 | Dec 7, 2018 | S | 38,000 | $12.06 | D | 2,901,527 | D | |
| COMMON - CLASS AF1,F2,F13,F14 | Dec 31, 2018 | S | 39,594 | $10.63 | D | 2,861,933 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This Form 5 is being jointly filed by Bay Resource Partners, L.P., a Delaware limited partnership (Bay), Bay II Resource Partners, L.P., a Delaware limited partnership (Bay II), Bay Resource Partners Offshore Master Fund, L.P., an exempted limited partnership organized under the laws of the Cayman Islands (Offshore Fund), GMT Capital Corp., a Georgia corporation (GMT Capital), and Thomas E. Claugus, a United States citizen (Claugus). The foregoing persons are hereinafter sometimes collectively referred to as the Reporting Persons.
- F102,939,527 shares of common stock is the aggregate number of shares of common stock owned by the Reporting Persons as of December 6, 2018, and is owned as follows: Bay = 805,810 shares directly owned by it; Bay II = 619,480 shares directly owned by it; Offshore Fund = 1,360,327 shares directly owned by it; GMT Capital = 38,110 shares of common stock beneficially owned by it with respect to separate client accounts managed by it; Claugus = 115,800 shares directly owned by him.
- F11The aggregate number of shares of common stock sold on December 7, 2018, was 38,000 shares and such shares were sold by the Reporting Persons in the following amounts: Bay = 10,400 shares; Bay II = 8,000 shares; Offshore Fund = 17,600 shares; GMT Capital = 500 shares; Claugus = 1,500 shares.
- F122,901,527 shares of common stock is the aggregate number of shares of common stock owned by the Reporting Persons as of December 7, 2018, and is owned as follows: Bay = 795,410 shares directly owned by it; Bay II = 611,480 shares directly owned by it; Offshore Fund = 1,342,727 shares directly owned by it; GMT Capital = 37,610 shares of common stock beneficially owned by it with respect to separate client accounts managed by it; Claugus = 114,300 shares directly owned by him.
- F13The aggregate number of shares of common stock sold on December 31, 2018, was 39,594 shares and such shares were sold by the Reporting Persons in the following amounts: Bay = 10,800 shares; Bay II = 8,300 shares; Offshore Fund = 18,394 shares; GMT Capital = 500 shares; Claugus = 1,600 shares.
- F142,861,933 shares of common stock is the aggregate number of shares of common stock owned by the Reporting Persons as of December 31, 2018, and is owned as follows: Bay = 784,610 shares directly owned by it; Bay II = 603,180 shares directly owned by it; Offshore Fund = 1,324,333 shares directly owned by it; GMT Capital = 37,110 shares of common stock beneficially owned by it with respect to separate client accounts managed by it; Claugus = 112,700 shares directly owned by him.
- F2GMT Capital, the general partner of Bay and Bay II has the power to direct the affairs of Bay and Bay II, including the voting and disposition of shares. As the discretionary investment manager of the Offshore Fund and certain other accounts, GMT Capital has power to direct the voting and disposition of shares held by the Offshore Fund and such accounts. Mr. Claugus is the President of GMT Capital and in that capacity, directs the operations of each of Bay and Bay II and the voting and disposition of shares held by the Offshore Fund and separate client accounts managed by GMT Capital. GMT Capital and Mr. Claugus may be deemed to beneficially own indirect pecuniary interest as the result of performance-based fees and profit allocations. Each of GMT Capital and Mr. Claugus disclaims such beneficial ownership except to the extent ultimately realized.
- F3The aggregate number of shares of common stock sold on November 27, 2018, was 24,498 shares and such shares were sold by the Reporting Persons in the following amounts: Bay = 6,700 shares; Bay II = 5,200 shares; Offshore Fund = 11,298 shares; GMT Capital = 300 shares; Claugus = 1,000 shares.
- F43,151,427 shares of common stock is the aggregate number of shares of common stock owned by the Reporting Persons as of November 27, 2018, and is owned as follows: Bay = 863,810 shares directly owned by it; Bay II = 664,280 shares directly owned by it; Offshore Fund = 1,458,227 shares directly owned by it; GMT Capital = 40,910 shares of common stock beneficially owned by it with respect to separate client accounts managed by it; Claugus = 124,200 shares directly owned by him.
- F5The aggregate number of shares of common stock sold on November 28, 2018, was 83,300 shares and such shares were sold by the Reporting Persons in the following amounts: Bay = 22,800 shares; Bay II = 17,600 shares; Offshore Fund = 38,500 shares; GMT Capital = 1,100 shares; Claugus = 3,300 shares.
- F63,068,127 shares of common stock is the aggregate number of shares of common stock owned by the Reporting Persons as of November 28, 2018, and is owned as follows: Bay = 841,010 shares directly owned by it; Bay II = 646,680 shares directly owned by it; Offshore Fund = 1,419,727 shares directly owned by it; GMT Capital = 39,810 shares of common stock beneficially owned by it with respect to separate client accounts managed by it; Claugus = 120,900 shares directly owned by him.
- F7The aggregate number of shares of common stock sold on December 4, 2018, was 40,803 shares and such shares were sold by the Reporting Persons in the following amounts: Bay = 11,200 shares; Bay II = 8,600 shares; Offshore Fund = 18,903 shares; GMT Capital = 500 shares; Claugus = 1,600 shares.
- F83,027,324 shares of common stock is the aggregate number of shares of common stock owned by the Reporting Persons as of December 4, 2018, and is owned as follows: Bay = 829,810 shares directly owned by it; Bay II = 638,080 shares directly owned by it; Offshore Fund = 1,400,824 shares directly owned by it; GMT Capital = 39,310 shares of common stock beneficially owned by it with respect to separate client accounts managed by it; Claugus = 119,300 shares directly owned by him.
- F9The aggregate number of shares of common stock sold on December 6, 2018, was 87,797 shares and such shares were sold by the Reporting Persons in the following amounts: Bay = 24,000 shares; Bay II = 18,600 shares; Offshore Fund = 40,497 shares; GMT Capital = 1,200 shares; Claugus = 3,500 shares.