0000950142-24-001141.txt : 20240419
0000950142-24-001141.hdr.sgml : 20240419
20240419092206
ACCESSION NUMBER: 0000950142-24-001141
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240419
FILED AS OF DATE: 20240419
DATE AS OF CHANGE: 20240419
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MANDARICH DAVID D
CENTRAL INDEX KEY: 0001009874
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-08951
FILM NUMBER: 24855963
MAIL ADDRESS:
STREET 1: 4350 S. MONACO STREET, SUITE 500
CITY: DENVER
STATE: CO
ZIP: 80237
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: M.D.C. HOLDINGS, INC.
CENTRAL INDEX KEY: 0000773141
STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531]
ORGANIZATION NAME: 05 Real Estate & Construction
IRS NUMBER: 840622967
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 4350 S MONACO STREET
STREET 2: SUITE 500
CITY: DENVER
STATE: CO
ZIP: 80237
BUSINESS PHONE: 3037731100
MAIL ADDRESS:
STREET 1: 4350 S MONACO STREET
STREET 2: SUITE 500
CITY: DENVER
STATE: CO
ZIP: 80237
FORMER COMPANY:
FORMER CONFORMED NAME: MDC HOLDINGS INC
DATE OF NAME CHANGE: 19920703
4
1
es240470749_4-mandarich.xml
OWNERSHIP DOCUMENT
X0508
4
2024-04-19
1
0000773141
M.D.C. HOLDINGS, INC.
MDC
0001009874
MANDARICH DAVID D
4350 S. MONACO ST.
SUITE 500
DENVER
CO
80237
1
1
0
0
President, CEO and Director
0
Common Stock $.01 Par Value
2024-04-19
4
D
0
4142970
D
0
D
Common Stock $.01 Par Value
2024-04-19
4
D
0
63868
D
0
D
Common Stock $.01 Par Value
2024-04-19
4
D
0
360000
D
0
D
Non-Statutory Stock Option (right to buy)
26.40
2024-04-19
4
D
0
233280
D
2028-05-23
Common Stock $.01 Par Value
233280
0
D
Non-Statutory Stock Option (right to buy)
32.92
2024-04-19
4
D
0
216000
D
2029-08-05
Common Stock $ .01 Par Value
216000
0
D
Non-Statutory Stock Option (right to buy)
23.90
2024-04-19
4
D
0
216000
D
2030-04-27
Common Stock $ .01 Par Value
216000
0
D
Non-Statutory Stock Option (right to buy)
28.78
2024-04-19
4
D
0
800000
D
2032-09-28
Common Stock $ .01 Par Value
800000
0
D
Pursuant to the Agreement and Plan of Merger, dated as of January 17, 2024 (the "Merger Agreement"), by and among M.D.C. Holdings, Inc. ("Issuer"), SH Residential Holdings, LLC, Clear Line, Inc. and, solely for the purposes of Section 6.2, Section 6.17, and Section 9.15 therein, Sekisui House, Ltd., on April 19, 2024 (the "Effective Time"), these shares were cancelled and automatically converted into the right to receive $63.00 per share in cash, without interest (the "Merger Consideration").
Pursuant to the Merger Agreement, at the Effective Time, each restricted stock award ("Issuer RSA") was fully vested, cancelled and automatically converted into the right to receive an amount in cash (without interest) equal to the product of (A) the aggregate number of shares of common stock subject to such Issuer RSA, multiplied by (B) the Merger Consideration, subject to any required withholding of taxes.
Pursuant to the Merger Agreement, at the Effective Time, each performance share unit award ("Issuer PSU") was fully vested, cancelled and automatically converted into the right to receive an amount in cash (without interest) equal to the product of (A) the aggregate number of shares of common stock subject to such Issuer PSU based on maximum performance, multiplied by (B) the Merger Consideration, subject to any required withholding of taxes.
Pursuant to the Merger Agreement, at the Effective Time, each option award ("Issuer Option") was fully vested, cancelled and automatically converted into the right to receive an amount in cash (without interest) equal to the product of (A) the excess of (1) the Merger Consideration over (2) the exercise price per share of such Issuer Option, multiplied by (B) the number of shares of common stock subject to such Issuer Option, subject to any required withholding of taxes.
/s/ Joseph H. Fretz, Attorney-In-Fact
2024-04-19