SEC Form 4 · accession 0000902691-18-000007
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
Aug 22, 2018
Accepted (ET)
Aug 23, 2018 · 4:48 pm EDT
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 | Aug 22, 2018 | M | 10,000 | $25.91 | A | 121,867 | D | |
| Common Stock $.01 Par ValueF1 | Aug 22, 2018 | S | 10,000 | $33.15 | D | 111,867 | D | |
| Common Stock $.01 Par ValueF2 | holding | — | — | — | 4,853 | I | By 401(k) | |
| Common Stock $.01 Par ValueF3 | holding | — | — | — | 3,512,562 | I | By Ari Capital Partners, LLLP | |
| Common Stock $.01 Par ValueF4 | holding | — | — | — | 22,680 | I | By Cascia Holdings, LLC | |
| Common Stock $.01 Par ValueF5 | holding | — | — | — | 1,122,660 | I | By Cheston Enterprises Trust | |
| Common Stock $.01 Par ValueF5 | holding | — | — | — | 1,122,660 | I | By Courtney Enterprises Trust | |
| Common Stock $.01 Par ValueF6 | holding | — | — | — | 1,544,749 | I | By CGM Capital, LLLP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Statutory Stock Option (right to buy)F7 | $25.91 | Aug 22, 2018 | M | 10,000 | D | Dec 30, 2011 | Dec 30, 2018 | Common Stock $.01 Par Value | 10,000 | 92,060 | D |
Explanation of responses
- F1Shares sold at an average sale price of $33.15. These shares were sold in multiple transactions at prices ranging from $33.15 to $33.17 inclusive. The reporting person undertakes to provide to 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 herein.
- F2Unitized shares held in a stock fund in the Reporting Person's 401(k) Savings Plan which changes on a daily basis.
- 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") 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 2,268,000 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.
- F6Reporting 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.
- F7Represents a stock option under the Company's 2001 Employee Plan, which meets all of the requirements under Rule 16b-3.