SEC Form 4 · accession 0000902691-18-000002

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, 2018

Accepted (ET)

Feb 5, 2018 · 4:45 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 Value^F1,F2	Feb 2, 2018	A	22,389	$0.00	A	111,867	D
Common Stock $.01 Par Value^F2,F3	holding	—	—		—	3,512,562	I	By Ari Capital Partners, LLLP
Common Stock $.01 Par Value^F2,F4	holding	—	—		—	22,680	I	By Cascia Holdings, LLC
Common Stock $.01 Par Value^F2,F5	holding	—	—		—	1,122,660	I	By Cheston Enterprises Trust
Common Stock $.01 Par Value^F2,F5	holding	—	—		—	1,122,660	I	By Courtney Enterprises Trust
Common Stock $.01 Par Value^F2,F6	holding	—	—		—	4,791	I	By 401(k)
Common Stock $.01 Par Value^F2,F7	holding	—	—		—	1,544,749	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, 2018 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 February 2, 2019, 2020, and 2021.
F2All share amounts and exercise prices have been adjusted to reflect the distribution of an eight percent (8%) stock dividend on December 19, 2017.
F3Reporting 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 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, a Colorado limited liability company ("Cascia"). Cascia holds 2,268,000 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 22,680 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, 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.