RYL

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

September 28, 2015

Date of Report

(Date of earliest event reported)

THE RYLAND GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

3011 Townsgate Road, Suite 200, Westlake Village, California 91361-3027

(Address of Principal Executive Offices)                                      (ZIP Code)

Registrant’s telephone number, including area code: (805) 367-3800

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

[ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02                         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e)           Compensatory Arrangements of Certain Officers

The Board of Directors of The Ryland Group, Inc. approved Amendment No. 2 to the Senior Executive Supplemental Retirement Plan (the “Plan”) effective on September 28, 2015.  This amendment terminates the Plan and provides for the payment of each participant’s vested benefit as determined in accordance with Article 3 of the Plan.  The participants will receive the payment of their vested benefits in a lump sum payment calculated in accordance with Amendment No. 2 to the Plan.

The descriptions set forth in this Current Report on Form 8-K are summaries and are therefore qualified in their entirety by the complete text of Amendment No. 2 to the Plan attached as Exhibit 10.1 incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

Exhibit 10.1

AMENDMENT NO. 2

TO

THE RYLAND GROUP, INC.

SENIOR EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN

The Ryland Group, Inc. (the “Company”) wishes to terminate and liquidate The Ryland Group, Inc. Senior Executive Supplemental Retirement Plan (the “Plan”).

Accordingly, in accordance with Section 4.1 of the Plan and Treas. Reg. section 409A-3(j)(4)(ix)(B), the Plan is terminated effective on September 28, 2015. Each Participant’s vested SERP Benefit (determined in accordance with Article 3 of the Plan) shall be paid to the Participant in a lump sum on September 28, 2015.

For purposes of clarification, with respect to Participants who consented to Amendment No. 1 to the Plan, “Lump Sum” shall mean “Lump Sum” as defined in Amendment No. 1 (i.e., the present value equivalent of a Participant’s remaining unpaid Vested SERP Benefit using as the discount rate the Cost of Money for 2015 or the year in which the Participant’s distribution in accordance with this Plan termination Amendment is made, as determined by the Administrator). With respect to Participants who did not consent to Amendment No. 1 to the Plan, “Lump Sum” shall mean “Lump Sum” as defined in the Plan prior to the effective date of Amendment No. 1 (i.e., the present value equivalent of a Participant’s remaining unpaid Vested SERP Benefit using an 8% discount rate). Notwithstanding the preceding or anything to the contrary in the Plan as amended, no Participant’s vested SERP Benefit shall be discounted to a date that is earlier than the Participant’s 60th birthday, regardless of the Participant’s actual age at the time of distribution in accordance with this Plan termination Amendment.

IN WITNESS WHEREOF, the Company has caused this Amendment to be duly executed, effective as specified herein.