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 CO 80237
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MDC 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)
Chairman of the Board and CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2006
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)
Code V Amount (A) or (D) Price
Common Stock, $.01 Par Value 03/01/2006 J V 515,009 D $0 0 I By CLCD, LLC(1)
Common Stock, $.01 Par Value 03/01/2006 J V 189,070 A $0 5,440,272 D(1)
Common Stock, $.01 Par Value 03/01/2006 J V 5,150 A $0 1,362,214 I By Spouse(1)
Common Stock, $.01 Par Value 03/01/2006 J V 5,440,272 D $0 0 D(2)
Common Stock, $.01 Par Value 03/01/2006 J V 5,440,272 A $0 5,452,837 I By Ari Capital Partners, LLLP(2)(3)
Common Stock, $.01 Par Value 03/01/2006 J V 1,362,214 D $0 0 I By Spouse(4)
Common Stock, $.01 Par Value 03/01/2006 J V 1,362,214 A $0 1,362,214 I By CGM Capital LLC(4)(5)
Common Stock, $.01 Par Value 2,842 I By 401(K) Plan(6)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Reporting Person has previously reported (on an aggregate basis) deemed indirect beneficial ownership of 515,009 shares held by CLCD, LLC ("CLCD"), a limited liability company of which his spouse owns all of the voting units and is the sole manager. In addition, he is the beneficiary of various trusts which own 50.6885% of the stock of CVentures, Inc. ("CVentures"), a corporation which is the administrative manager of CLCD. Also, Reporting Person is a director and president of CVentures and may be deemed to control the other 49.3115% of the common stock of CVentures. On March 1, 2006, CLCD made a pro rata distribution of all of the 515,009 shares to its members as follows: (a) 189,070 shares to Reporting Person, (b) 5,150 shares to Reporting Person's spouse, and (c) 320,789 shares to two trusts for the benefit of Reporting Person's children, in which Reporting Person has no pecuniary interest.
2. On March 1, 2006, Reporting Person contributed 5,440,272 shares (including the 189,070 shares distributed by CLCD to Reporting Person) to Ari Capital Partners, LLLP ("Ari Capital"). The sole general partner of Ari Capital is CVentures. A trust, of which Reporting Person is the sole beneficiary, is the sole limited partner of Ari Capital, and has a 99.85% partnership interest in Ari Capital as a result of such contribution. Reporting Person is a trustee of this trust.
3. Reporting Person may be deemed to have beneficial ownership of these shares held by Ari Capital. See footnote 2.
4. On March 1, 2006, Reporting Person's spouse contributed 1,362,214 shares (including the 5,150 shares distributed by CLCD to Reporting Person's spouse) to CGM Capital LLC ("CGM Capital"). The sole manager of CGM Capital is CVentures. A trust, of which Reporting Person's spouse is the sole beneficiary, is the only other member of CGM Capital, and has a 99.98% equity interest in CGM Capital as a result of such contribution. Reporting Person is a trustee of this trust.
5. Reporting Person may be deemed to have beneficial ownership of these shares held by CGM Capital. See footnote 4.
6. Shares held in Reporting Person's 401(k) Savings Plan account as of February 24, 2006 which changes on a monthly basis.
Remarks:
Joseph H. Fretz, Attorney-in-Fact 03/02/2006
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.