0000950170-24-076820.txt : 20240624
0000950170-24-076820.hdr.sgml : 20240624
20240624164842
ACCESSION NUMBER: 0000950170-24-076820
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240620
FILED AS OF DATE: 20240624
DATE AS OF CHANGE: 20240624
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Tian Ming
CENTRAL INDEX KEY: 0001839961
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38545
FILM NUMBER: 241065006
MAIL ADDRESS:
STREET 1: 660 NEWPORT CENTER DRIVE, SUITE 300
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92660
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Landsea Homes Corp
CENTRAL INDEX KEY: 0001721386
STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531]
ORGANIZATION NAME: 05 Real Estate & Construction
IRS NUMBER: 822196021
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1717 MCKINNEY AVENUE
STREET 2: SUITE 1000
CITY: DALLAS
STATE: TX
ZIP: 75202
BUSINESS PHONE: (949) 345-8080
MAIL ADDRESS:
STREET 1: 1717 MCKINNEY AVENUE
STREET 2: SUITE 1000
CITY: DALLAS
STATE: TX
ZIP: 75202
FORMER COMPANY:
FORMER CONFORMED NAME: LF Capital Acquisition Corp.
DATE OF NAME CHANGE: 20171101
4
1
ownership.xml
4
X0508
4
2024-06-20
0001721386
Landsea Homes Corp
LSEA
0001839961
Tian Ming
C/O LANDSEA HOLDINGS CORPORATION
530 LYTTON AVE., 2ND FLOOR
PALO ALTO
CA
94301
true
false
true
false
false
Common Stock
2024-06-20
4
S
false
450000
9.53
D
12290729
I
By Landsea Holdings Corporation and spouse
On June 20, 2024, Landsea Holdings Corporation ("Landsea Holdings") transferred 150,000 shares of common stock, par value of $0.0001 per share ("Common Stock") of Landsea Homes Corporation (the "Issuer") to each of Chao Liu, Xiao Ning Liu, and Wan Kian Chong (collectively the "Buyers" and each a "Buyer") pursuant to that certain Stock Purchase Agreements dated June 17, 2024 (collectively the "SPAs" and each an SPA) entered into respectively by Landsea Holdings and each Buyer separately. Landsea Holdings is 100% indirectly owned by Landsea Green Management Limited, of which Mr. Tian, the Reporting Person indirectly beneficially owns approximately 58.53%. The Reporting Person may be deemed to have beneficial ownership of the shares held by Landsea Holdings.
(Continued from footnote 1) The Reporting Person disclaims beneficial ownership of the shares held by Landsea Holdings, except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not otherwise be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Consists of (A) 12,260,729 shares of the Issuer's Common Stock held of record by Landsea Holdings after (a) acquiring (i) 32,557,303 shares of Common Stock issued by the Issuer as merger consideration pursuant to that certain Agreement and Plan of Merger dated August 31, 2020 by and among the Issuer, Landsea Holdings, LFCA Merger Sub, Inc. and Landsea Homes Incorporation (as amended, the "Merger Agreement"), and (ii) 5,000,000 shares of Common Stock pursuant to the Sponsor Surrender Agreement defined in the Merger Agreement, (b) disposing of 179,038 shares of Common Stock pursuant to the Merger Agreement, as of January 7, 2021, (c) disposing of 4,838,710 shares pursuant to the Stock Purchase Agreement dated as of May 31, 2022, (d) disposing of 4,398,826 shares of Common Stock pursuant to the Share Repurchase Agreement dated as of June 1, 2022, (e) the automatic surrender and forfeiture on January 7, 2023 of 500,000 shares of Common Stock pursuant to the Sponsor Surrender Agreement,
(Continued from footnote 3) (f) the sale of 2,956,522 shares of Common Stock by Landsea Holdings pursuant to that certain underwriting agreement dated June 12, 2023 by the Issuer, Landsea Holdings as the selling stockholder and B. Riley Securities, Inc., as representative of the several underwriters named therein (the "2023 Underwriting Agreement") on June 15, 2023, (g) the sale of 443,478 shares of Common Stock by Landsea Holdings pursuant to the exercise in full of the underwriters' option to purchase additional shares under the 2023 Underwriting Agreement on June 21, 2023, (h) the sale of 2,800,000 shares of Common Stock by Landsea Holdings pursuant to that certain underwriting agreement dated March 5, 2024 by the Issuer, Landsea Holdings as the selling stockholder and B. Riley Securities, Inc. and BofA Securities, Inc. as representatives of the several underwriters named therein (the "2024 Underwriting Agreement") on March 8, 2024,
(Continued from footnote 4) (i) the transfer of 4,100,000 shares of Common Stock pursuant to the Payment Agreement on May 14, 2024, (j) the transfer of 80,000 shares of Common Stock to Qin Zhou and 50,000 shares of Common Stock to Yitu Wang as bonus on June 3, 2024, and (k) the transfer of a total of 450,000 shares of Common Stock pursuant to the SPAs on June 20, 2024; plus (B) 30,000 shares of Common Stock acquired by the Reporting Person's spouse through participation as an investor in the secondary offering under the 2024 Underwriting Agreement at a price equal to the per share public offering price on March 8, 2024.
12,260,729 shares of the Issuer's Common Stock are beneficially owned by Landsea Holdings. As described in footnote 1 above, the Reporting Person may be deemed to have beneficial ownership of the shares held by Landsea Holdings Corporation. The Reporting Person disclaims beneficial ownership of the shares held by Landsea Holdings, except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not otherwise be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
30,000 shares of the Issuer's Common Stock of the Issuer are owned directly by the spouse of the Reporting Person through participation as an investor in the secondary offering under the 2024 Underwriting Agreement. The Reporting Person may be deemed an indirect beneficial owner of these shares by reason of the marital relationship.
/s/ Ming Tian
2024-06-24