Edgar Filing: MATLINPATTERSON LLC

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MP CA Homes LLC

2. Issuer Name and Ticker or Trading Symbol
STANDARD PACIFIC CORP /DE/ [SPF]

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 (Month/Day/Year)
05/20/2013

(Street)

NEW YORK, NY 10022

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/20/2013		S		23,000,000	D	$ 9.5	66,400,000	D ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	05/20/2013		C		60,000,000	A	$ 3.05	126,400,000	D ⁽¹⁾ ⁽²⁾ ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series B Junior Participating Convertible Preferred Stock

⁽⁴⁾

05/20/2013

183,000

08/18/2008

⁽⁵⁾

Common Stock

60,000,000

$ 0

267,829

D ⁽¹⁾ ⁽²⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MP CA Homes LLC C/O MATLINPATTERSON GLOBAL ADVISERS LLC 520 MADISON AVENUE NEW YORK, NY 10022		X
MatlinPatterson Global Opportunities Partners III LP C/O MATLINPATTERSON GLOBAL ADVISERS LLC 520 MADISON AVENUE NEW YORK, NY 10022		X
MatlinPatterson Global Opportunities Partners (Cayman) III LP C/O MATLINPATTERSON GLOBAL ADVISERS LLC 520 MADISON AVENUE NEW YORK, NY 10022		X
MatlinPatterson Global Partners III LLC C/O MATLINPATTERSON GLOBAL ADVISERS LLC 520 MADISON AVENUE NEW YORK, NY 10022		X
MATLINPATTERSON GLOBAL ADVISERS LLC 520 MADISON AVENUE NEW YORK, NY 10022		X
MatlinPatterson PE Holdings LLC C/O MATLINPATTERSON GLOBAL ADVISERS LLC 520 MADISON AVENUE NEW YORK, NY 10022		X
MATLINPATTERSON LLC C/O MATLINPATTERSON GLOBAL ADVISERS LLC 520 MADISON AVENUE NEW YORK, NY 10022		X
MATLIN DAVID J C/O MATLINPATTERSON GLOBAL ADVISERS LLC 520 MADISON AVENUE NEW YORK, NY 10022	X	X
PATTERSON MARK R C/O MATLINPATTERSON GLOBAL ADVISERS LLC 520 MADISON AVENUE NEW YORK, NY 10022		X

Signatures

MP CA HOMES LLC, By: /s/ Robert H. Weiss		05/21/2013
^**Signature of Reporting Person		Date
MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS III L.P., By: /s/ Robert H. Weiss		05/21/2013
^**Signature of Reporting Person		Date
MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS (CAYMAN) III L.P., By: /s/ Robert H. Weiss		05/21/2013
^**Signature of Reporting Person		Date
MATLINPATTERSON GLOBAL PARTNERS III LLC, By: /s/ Robert H. Weiss		05/21/2013
^**Signature of Reporting Person		Date
MATLINPATTERSON GLOBAL ADVISERS LLC, By: /s/ Robert H. Weiss		05/21/2013
^**Signature of Reporting Person		Date
MATLINPATTERSON PE HOLDINGS LLC, By: /s/ Robert H. Weiss		05/21/2013
^**Signature of Reporting Person		Date
MATLINPATTERSON LLC, By: /s/ Robert H. Weiss		05/21/2013
^**Signature of Reporting Person		Date
DAVID J. MATLIN, By: /s/ Robert H. Weiss, Attorney-in-Fact		05/21/2013
^**Signature of Reporting Person		Date
MARK R. PATTERSON, By: /s/ Robert H. Weiss, Attorney-in-Fact		05/21/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	MP CA Homes LLC was the direct owner of 89,400,000 shares of Common Stock and 450,829 shares of Series B Junior Participating Convertible Preferred Stock ("Junior Convertible Preferred Stock"). On May 20, 2013, MP CA Homes LLC sold 23,000,000 shares of Common Stock and also converted 183,000 shares of Junior Convertible Preferred Stock into 60,000,000 shares of Common Stock. 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 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.
(4)	Each share of Junior Convertible Preferred Stock is convertible into such number of shares of Common Stock of the Issuer equal to $1,000 divided by the applicable conversion price of the Junior Convertible Preferred Stock ($3.05 as of the date hereof, subject to anti-dilution adjustment); provided that upon such conversion the holder thereof cannot own more than 49% of the total voting power of the voting stock of the Issuer.
(5)	The Junior Convertible Preferred Stock has no expiration date.

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