Mizel Larry A Form 4 M.D.C. / LARRY A MIZEL ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MIZEL LARRY A

(Last)

(First)

(Middle)

4350 S. MONACO ST.

SUITE 500

(Street)

DENVER

80237

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
M.D.C. HOLDINGS, INC. [ MDC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
04/19/2024

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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 $.01 Par Value	04/19/2024		D		254,161	D	⁽¹⁾	0	D
Common Stock $.01 Par Value	04/19/2024		D		63,868	D	⁽²⁾	0	D
Common Stock $.01 Par Value	04/19/2024		D		400,000	D	⁽³⁾	0	D
Common Stock $.01 Par Value	04/19/2024		D		324	D	⁽¹⁾	0	I	By M&G Growth, LLC⁽⁴⁾
Common Stock $.01 Par Value	04/19/2024		D		323,676	D	⁽¹⁾	0	I	By Trusts⁽⁵⁾
Common Stock $.01 Par Value	04/19/2024		D		2,761,345	D	⁽¹⁾	0	I	By Ari Capital Partners, LLLP⁽⁶⁾
Common Stock $.01 Par Value	04/19/2024		D		842,956	D	⁽¹⁾	0	I	By Boca Sawyer 22 LLC⁽⁷⁾
Common Stock $.01 Par Value	04/19/2024		D		26,453	D	⁽¹⁾	0	I	By Cascia Holdings, LLC⁽⁸⁾
Common Stock $.01 Par Value	04/19/2024		D		1,309,471	D	⁽¹⁾	0	I	By Cheston Enterprises Trust⁽⁹⁾
Common Stock $.01 Par Value	04/19/2024		D		1,309,471	D	⁽¹⁾	0	I	By Courtney Enterprises Trust⁽⁹⁾
Common Stock $.01 Par Value	04/19/2024		D		801,793	D	⁽¹⁾	0	I	By CGM Capital, LLLP⁽¹⁰⁾

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Statutory Stock Option (right to buy)	$26.4	04/19/2024		D			233,280	⁽¹¹⁾	05/23/2028	Common Stock $ .01 Par Value	233,280	⁽¹¹⁾	0	D
Non-Statutory Stock Option (right to buy)	$32.92	04/19/2024		D			216,000	⁽¹¹⁾	08/05/2029	Common Stock $ .01 Par Value	216,000	⁽¹¹⁾	0	D
Non-Statutory Stock Option (right to buy)	$23.9	04/19/2024		D			216,000	⁽¹¹⁾	04/27/2030	Common Stock $ .01 Par Value	216,000	⁽¹¹⁾	0	D
Non-Statutory Stock Option (right to buy)	$28.78	04/19/2024		D			1,000,000	⁽¹¹⁾	09/28/2032	Common Stock $ .01 Par Value	1,000,000	⁽¹¹⁾	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of January 17, 2024 (the "Merger Agreement"), by and among M.D.C. Holdings, Inc. ("Issuer"), SH Residential Holdings, LLC, Clear Line, Inc. and, solely for the purposes of Section 6.2, Section 6.17, and Section 9.15 therein, Sekisui House, Ltd., on April 19, 2024 (the "Effective Time"), these shares were cancelled and automatically converted into the right to receive $63.00 per share in cash, without interest (the "Merger Consideration").

2. Pursuant to the Merger Agreement, at the Effective Time, each restricted stock award ("Issuer RSA") was fully vested, cancelled and automatically converted into the right to receive an amount in cash (without interest) equal to the product of (A) the aggregate number of shares of common stock subject to such Issuer RSA, multiplied by (B) the Merger Consideration, subject to any required withholding of taxes.

3. Pursuant to the Merger Agreement, at the Effective Time, each performance share unit award ("Issuer PSU") was fully vested, cancelled and automatically converted into the right to receive an amount in cash (without interest) equal to the product of (A) the aggregate number of shares of common stock subject to such Issuer PSU based on maximum performance, multiplied by (B) the Merger Consideration, subject to any required withholding of taxes.

4. Reporting Person may be deemed to have beneficial ownership of the shares held by M&G Growth, LLC ("M&G"). M&G is owned 0.1% by Reporting Person's spouse and 99.9% by trusts. Reporting Person's spouse is the manager of M&G.

5. These trusts hold a 99.9% ownership interest in M&G. Reporting Person may be deemed to have beneficial ownership of the shares held by these trusts, of which Reporting Person is the grantor, Reporting Person's spouse is the trustee and Reporting Person's grandchildren are beneficiaries.

6. Reporting Person may be deemed to have beneficial ownership of the shares held by 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's 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 approximately a 99% partnership interest in Ari Capital. Reporting Person and Reporting Person's spouse are trustees of the trust.

7. Reporting Person may be deemed to have beneficial ownership of the shares held by Boca Sawyer 22 LLC ("Boca"). Boca is owned 0.1% by Reporting Person's spouse and 99.9% by Reporting Person. Reporting Person's spouse is the manager of Boca.

8. Reporting Person may be deemed to have beneficial ownership of the shares held by Cascia Holdings LLC ("Cascia"). Cascia holds 2,645,395 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 26,453 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.

9. 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.

10. 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.

11. Pursuant to the Merger Agreement, at the Effective Time, each option award ("Issuer Option") was fully vested, cancelled and automatically converted into the right to receive an amount in cash (without interest) equal to the product of (A) the excess of (1) the Merger Consideration over (2) the exercise price per share of such Issuer Option, multiplied by (B) the number of shares of common stock subject to such Issuer Option, subject to any required withholding of taxes.

	/s/ Joseph H. Fretz, Attorney-In-Fact	04/19/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Mizel Larry A Form 4M.D.C. / LARRY A MIZEL ownership change