MATLINPATTERSON LLC 4
4 · STANDARD PACIFIC CORP /DE/ · Filed Dec 23, 2010
Insider Transaction Report
Form 4
MP CA Homes LLC
10% Owner
Transactions
- Exercise of In-Money
Common Stock
2010-12-21+89,400,000→ 89,400,000 total - Exercise of In-Money
Warrant (right to buy)
2010-12-21−1→ 0 totalFrom: 2010-11-23→ Common Stock (89,400,000 underlying)
Footnotes (3)
- [F1]MP CA Homes LLC was the direct owner of a warrant to purchase 89,400,000 shares of Common Stock for an exercise price of $2.09732 per share of Common Stock (the "Warrant"). On December 21, 2010, MP CA Homes LLC exercised the Warrant by paying the exercise price of $2.09732 per share of Common Stock, in cash for an aggregate $187,500,408.00. 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 Asset Management LLC holds 100 percent of the voting interest and equity of the Adviser and the General Partner. MatlinPatterson LLC holds 100 percent of the equity of MatlinPatterson Asset Management 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 the reported shares for purposes of Section 16 or for any other purpose.
- [F2]David J. Matlin and Mark R. Patterson are employees of the Adviser and each hold 50 percent of the membership interests in MatlinPatterson LLC. David J. Matlin and Mark R. Patterson may be deemed to have shared voting and investment control over the shares of the Issuer held by MP CA Homes LLC. They also have indirect pecuniary interests in the Funds. Their exact pecuniary interests therein are not readily determinable because they are 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 and Mark R. Patterson disclaim beneficial ownership of any of the reported securities except to the extent of their pecuniary interest therein.
- [F3]The Warrant was set to expire one business day immediately following the earlier of (i) the consummation of the Issuer's cash tender offers for any and all of the Issuer's 9 1/4% senior subordinated notes due April 15, 2012, 6 1/4% senior notes due April 1, 2014 and 7 % senior notes due August 15, 2015 and (ii) the six month anniversary of November, 23, 2010, the date of the amendment of the Warrant.