Document

SC 13D/A 1 sch13d2021a4lam.htm SC 13D/A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

M.D.C. HOLDINGS, INC.

(Name of Issuer)

Common Stock, $0.01 Per Share

(Title of Class of Securities)

552676 108

(CUSIP Number)

Larry A. Mizel, 4350 S. Monaco St., Suite 500, Denver, CO 80237

(303) 773-1100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 4, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1 (e), 13d-1(f) or 13d-1(g), check the following box [ ].

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP NO. 552676 108


(1)	NAME OF REPORTING PERSON
	Larry A. Mizel

(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [ ]
	Not Applicable			(b) [ ]

(3)	SEC USE ONLY

(4)	SOURCE OF FUNDS
	OO

(5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			[ ]
	Not Applicable

(6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America

Number of Shares Beneficially Owned by Each Reporting Person with		(7)	SOLE VOTING POWER
			1,689,730

		(8)	SHARED VOTING POWER
			8,038,046

		(9)	SOLE DISPOSITIVE POWER
			1,689,730

		(10)	SHARED DISPOSITIVE POWER
			8,038,046

(11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,727,776

(12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[ ]
	Not Applicable

(13)	PERCENT OF CLASS REPRESENTED BY THE AMOUNT IN ROW (11)
	14.7%

(14)	TYPE OF REPORTING PERSON
	IN

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EXPLANATORY NOTE: This is a voluntary filing to reflect changes in Reporting Person’s holdings over the prior year. This amendment amends and supplements only information that has changed since the filing of the previous amendment.

The Reporting Person, Larry A. Mizel, hereby amends his Schedule 13D relating to the Common Stock, par value $0.01, of M.D.C. Holdings, Inc. (the “Company”).

Item 5. Interest in Securities of the Issuer

(a)Mr. Mizel beneficially owns an aggregate of 9,727,776 shares of Common Stock, representing approximately 14.7% of the outstanding Common Stock of the Company. The ownership percentage set forth above is based upon 64,851,126 shares of Common Stock of the Company outstanding, as reported in the Company’s Form 10-K filed on February 2, 2021, plus an additional 1,560,387 shares which Mr. Mizel has the right to acquire upon the exercise of stock options that are fully vested.

(b)Mr. Mizel has the:

(i)Sole power to vote or direct the vote of 1,689,730 shares. This consists of 129,343 shares that he directly owns (including unvested restricted stock granted under the Company’s equity incentive plans) and 1,560,387 shares issuable upon the exercise of stock options granted under the Company's equity incentive plans.

(ii)Shared power to vote or direct the vote of 8,038,046 shares.

The amount in Item 5(b)(ii) includes 300,000 shares held by M&G Growth, LLC ("M&G") of which Mr. Mizel may be deemed to have beneficial ownership. M&G is owned 0.1% by Mr. Mizel’s spouse and 99.9% by various trusts. Mr. Mizel’s spouse is the manager of M&G. Mr. Mizel may be deemed to deemed to have beneficial ownership of shares held by the trusts of which Mr. Mizel is the grantor, his spouse is the trustee and his grandchildren are beneficiaries.

The amount in Item 5(b)(ii) includes 3,620,278 shares held by Ari Capital Partners, LLLP ("Ari Capital") of which Mr. Mizel may be deemed to have beneficial ownership. The sole general partner of Ari Capital is CVentures, Inc. ("CVentures"). Mr. Mizel and family members are the beneficiaries of various trusts which own approximately 50.7% of the stock of CVentures. Also, Mr. Mizel 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 the Mr. Mizel is the sole beneficiary, is the sole limited partner of Ari Capital, and has approximately a 99% partnership interest in Ari Capital. Mr. Mizel and Mr. Mizel’s spouse are trustees of the trust.

The amount in Item 5(b)(ii) includes 2,449,440 shares held by Cascia Holdings LLC (“Cascia”). Mr. Mizel may be deemed to have beneficial ownership of the shares held by Cascia. Two trusts hold 99% of the total outstanding LLC units in Cascia. Mr. Mizel’s spouse is a trustee of each of the trusts and Mr. Mizel’s family members

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are the beneficiaries of these trusts. Mr. Mizel’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.

The amount in Item 5(b)(ii) includes 1,668,328 shares held by CGM Capital LLLP ("CGM Capital") of which Mr. Mizel may be deemed to have beneficial ownership. The general partner of CGM Capital is CVentures. A trust, of which Mr. Mizel's spouse is the sole beneficiary, is the limited partner of CGM Capital, and has a 99% partnership interest in CGM Capital. Mr. Mizel is a trustee of this trust.

(iii)Sole power to dispose or direct the disposition of 1,689,730 shares. This consists of the shares described in response to Item 5(b)(i) above.

(iv)Shared power to dispose or direct the disposition of 8,038,046 shares. This consists of the shares described in response to Item 5(b)(ii) above.

(c)On December 16, 2020, Mr. Mizel gifted 300,000 shares to M&G and various trusts. Upon the vesting of restricted stock on December 31, 2020, February 1, 2021, February 2, 2020, and February 3, 2021, 14,167 shares, 3,225 shares, 2,645 shares and 6,718 shares, respectively, were withheld for taxes pursuant to an irrevocable election made outside of black-out periods. On February 4, 2021, Mr. Mizel was granted 35,473 shares of restricted stock under the Company's 2011 Equity Incentive Plan.

(d)Other than as described in Item 5(b) above, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock of the Company reported herein.

(e)Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 9, 2021

Signature: /s/ Larry A. Mizel

Name: Larry A. Mizel

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SEC Form SC 13D/A filed