Statement of Changes in Beneficial Ownership (4)
August 10 2020 - 1:07PM
Edgar (US Regulatory)
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
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
MIZEL LARRY A |
2. Issuer Name and Ticker or Trading Symbol
M.D.C. HOLDINGS, INC.
[
MDC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman of the Board and CEO |
(Last)
(First)
(Middle)
4350 S. MONACO STREET, SUITE 500 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/7/2020 |
(Street)
DENVER, CO 80237
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock $.01 Par Value | 8/7/2020 | | M | | 200000 | A | $19.96 | 320625 | D | |
Common Stock $.01 Par Value | 8/7/2020 | | S | | 183844 | D | $43.47 (1) | 136781 | D | |
Common Stock $.01 Par Value | 8/7/2020 | | S | | 16156 | D | $44.1 (2) | 120625 | D | |
Common Stock $.01 Par Value | | | | | | | | 4133778 | I | By Ari Capital Partners, LLLP (3) |
Common Stock $.01 Par Value | | | | | | | | 24494 | I | By Cascia Holdings, LLC (4) |
Common Stock $.01 Par Value | | | | | | | | 1212473 | I | By Cheston Enterprises Trust (5) |
Common Stock $.01 Par Value | | | | | | | | 1212473 | I | By Courtney Enterprises Trust (5) |
Common Stock $.01 Par Value | | | | | | | | 1668328 | I | By CGM Capital, LLLP (6) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Non-Statutory Stock Option (right to buy) | $19.96 | 8/7/2020 | | M | | | 200000 | 3/8/2013 | 3/8/2022 | Common Stock $.01 Par Value | 200000 | $0 | 412360 | D | |
Explanation of Responses: |
(1) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $42.95 to $43.94, inclusive. The reporting person undertakes to provide M.D.C. Holdings, Inc., any security holder of M.D.C. Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
(2) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $43.95 to $44.47, inclusive. The reporting person undertakes to provide M.D.C. Holdings, Inc., any security holder of M.D.C. Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
(3) | Reporting Person may be deemed to have beneficial ownership of the shares held by Ari Capital Partners, LLLP ("Ari Capital"). The sole general partner of Ari Capital is CVentures, Inc. ("CVentures"), a corporation, which has approximately a 1% partnership interest in Ari Capital. Reporting Person and family members are the beneficiaries of various trusts which own approximately 50.7% of the stock of CVentures. Also, Reporting Person is a director and chairman of the board of CVentures and may be deemed to control the other approximately 49.3% of the common stock of CVentures. A trust, of which Reporting Person is the sole beneficiary, is the sole limited partner of Ari Capital, and has approximnately a 99% partnership interest in Ari Capital. Reporting Person and Reporting Person's spouse are trustees of the trust. |
(4) | Reporting Person may be deemed to have beneficial ownership of the shares held by Cascia Holdings LLC ("Cascia"). Cascia holds 2,449,440 shares. Reporting Person's spouse, who is the sole manager of Cascia, holds all of the voting LLC units in Cascia, which constitutes 1% of the total outstanding LLC units in Cascia and represents a pecuniary interest in 24,494 shares. Two separate trusts (Cheston Enterprises Trust and Courtney Enterprises Trust) hold all of Cascia's nonvoting LLC units, which constitute 99% of the total outstanding LLC units in Cascia. Reporting Person's spouse is one of the trustees of each of the two trusts and Reporting Person's family members are the beneficiaries of these trusts. |
(5) | Reporting Person may be deemed to have beneficial ownership of these shares which are beneficially owned by this trust. Reporting Person's spouse is a trustee of this trust and a family member of Reporting Person is the beneficiary of this trust. |
(6) | Reporting Person may be deemed to have beneficial ownership of the shares held by CGM Capital LLLP ("CGM Capital"). The general partner of CGM Capital is CVentures, Inc. ("CVentures"), which has a 1% partnership interest in CGM Capital. A trust, of which Reporting Person's spouse is the sole beneficiary, is the sole limited partner of CGM Capital, and has a 99% partnership interest in CGM Capital. Reporting Person and Reporting Person's spouse are trustees of this trust. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
MIZEL LARRY A 4350 S. MONACO STREET SUITE 500 DENVER, CO 80237 | X | X | Chairman of the Board and CEO |
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Signatures
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Larry A. Mizel | | 8/10/2020 |
**Signature of Reporting Person | Date |
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