SEC Form 4 · accession 0000902691-17-000002
MDC HOLDINGS INC · MDC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Larry A Mizel
Officer — Chairman of the Board and CEO · Director · 10% Owner
Period of report
Feb 2, 2017
Accepted (ET)
Feb 3, 2017 · 4:09 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000773141
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock $.01 Par ValueF1,F2 | Feb 2, 2017 | A | 32,200 | $0.00 | A | 82,850 | D | |
| Common Stock $.01 Par ValueF2,F3 | holding | — | — | — | 3,252,373 | I | By Ari Capital Partners, LLLP | |
| Common Stock $.01 Par ValueF2,F4 | holding | — | — | — | 21,000 | I | By Cascia Holdings LLC | |
| Common Stock $.01 Par ValueF2,F5 | holding | — | — | — | 1,039,500 | I | By Cheston Enterprises Trust | |
| Common Stock $.01 Par ValueF2,F5 | holding | — | — | — | 1,039,500 | I | By Courtney Enterprises Trust | |
| Common Stock $.01 Par ValueF2,F6 | holding | — | — | — | 4,265 | I | By 401(k) | |
| Common Stock $.01 Par ValueF2,F7 | holding | — | — | — | 1,430,324 | I | By CGM Capital, LLLP |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Shares of restricted stock granted on February 2, 2017 for no cash consideration pursuant to the Company's 2011 Equity Incentive Plan and a Restricted Stock Agreement. Pursuant to the Restricted Stock Agreement, the restrictions will lapse as to 33-1/3% of the shares on each of December 31, 2019, 2020 and 2021.
- F2All share amounts have been adjusted to reflect the distribution of a five percent (5%) stock dividend on December 20, 2016.
- F3Reporting 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 approximately a 99% partnership interest in Ari Capital. Reporting Person and Reporting Person's spouse are trustees of the trust.
- F4Reporting Person may be deemed to have beneficial ownership of the shares held by Cascia Holdings LLC ("Cascia"). Cascia holds 2,100,000 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 20,000 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.
- F5Reporting 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.
- F6Unitized shares held in a stock fund in the Reporting Person's 401(k) Savings Plan which changes on a daily basis.
- F7Reporting 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, 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.