0001062993-23-002249.txt : 20230206
0001062993-23-002249.hdr.sgml : 20230206
20230206153504
ACCESSION NUMBER: 0001062993-23-002249
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20230203
FILED AS OF DATE: 20230206
DATE AS OF CHANGE: 20230206
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MIZEL LARRY A
CENTRAL INDEX KEY: 0000902691
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-08951
FILM NUMBER: 23590506
MAIL ADDRESS:
STREET 1: 4350 S. MONACO STREET
STREET 2: 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]
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
form4.xml
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
X0306
4
2023-02-03
0000773141
M.D.C. HOLDINGS, INC.
MDC
0000902691
MIZEL LARRY A
4350 S. MONACO ST.
SUITE 500
DENVER
CO
80237
1
1
1
0
Executive Chairman
Common Stock $.01 Par Value
2023-02-03
4
F
0
7230
40.33
D
77670
D
Common Stock $.01 Par Value
2023-02-03
4
F
0
6248
40.33
D
71422
D
Common Stock $.01 Par Value
2023-02-03
4
A
0
74386
0
A
145808
D
Common Stock $.01 Par Value
2023-02-03
4
A
0
259200
0
A
405008
D
Common Stock $.01 Par Value
2023-02-03
4
F
0
110094
40.33
D
294914
D
Common Stock $.01 Par Value
2023-02-04
4
F
0
5587
40.33
D
289327
D
Common Stock $.01 Par Value
324
I
By M&G Growth, LLC
Common Stock $.01Par Value
323676
I
By Trusts
Common Stock $.01Par Value
3087730
I
By Ari Capital Partners, LLLP
Common Stock $.01 Par Value
1000000
I
By Boca Sawyer 22 LLC
Common Stock $.01 Par Value
26453
I
By Cascia Holdings, LLC
Common Stock $.01Par Value
1309471
I
By Cheston Enterprises Trust
Common Stock $.01Par Value
1309471
I
By Courtney Enterprises Trust
Common Stock $.01Par Value
1801793
I
By CGM Capital, LLLP
Restricted stock vesting -- share withholding pursuant to irrevocable election made outside of blackout periods.
Closing price on February 3, 2023.
Shares of restricted stock granted on February 3, 2023 for no cash consideration pursuant to the Company's 2021 Equity Incentive Plan and a Restricted Stock Agreement. The restrictions will lapse as to 33-1/3% of the shares over three years starting with the first anniversary of the grant date.
Vesting of Performance Share Unit (PSU) award originally granted on August 20, 2020.
PSU vesting - share withholding pursuant to irrevocable election made outside blackout periods.
Reporting Person may be deemed to have beneficial ownership of the shares held by M&G Growth, LLC ("M&G"). M&G is owned 0.1% by Reporting Person's spouse and 99.9% by trusts. Reporting Person's spouse is the manager of M&G.
These trusts hold a 99.9% ownership interest in M&G. Reporting Person may be deemed to have beneficial ownership of the shares held by these trusts, of which Reporting Person is the grantor, Reporting Person's spouse is the trustee and Reporting Person's grandchildren are beneficiaries.
Reporting 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"), a corporation, which has approximately a 1% partnership interest in Ari Capital. Reporting Person's 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.
Reporting Person may be deemed to have beneficial ownership of the shares held by Boca Sawyer 22 LLC ("Boca"). Boca is owned 0.1% by Reporting Person's spouse and 99.9% by Reporting Person. Reporting Person's spouse is the manager of Boca.
Reporting Person may be deemed to have beneficial ownership of the shares held by Cascia Holdings LLC ("Cascia"). Cascia holds 2,645,395 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 26,453 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.
Reporting 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.
Reporting 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.
Larry A. Mizel
2023-02-06
EX-24.1
2
exhibit24-1.txt
POWER OF ATTORNEY
Regarding M.D.C. Holdings, Inc. (Company), the undersigned
hereby constitutes and appoints each of Michael L. Kaplan,
Joseph H. Fretz and Robert N. Martin, signing singly, and with
full power of substitution, the undersigned?s true and lawful
attorney-in-fact to:
1. execute for and on behalf of the undersigned any and all
reports (including amendments) under Section 16 of the
Securities Exchange Act of 1934, including Forms 3, 4 and
5, as such law (and related rules) and forms, may be
amended from time to time;
2. do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such reports (including Form 3, 4 and
5 and any amendments thereto), and the timely filing of
such reports and forms with the United States Securities
and Exchange Commission, the New York Stock Exchange, and
any other authority where such reports and forms are
required to be filed; and
3. take any other action of any type whatsoever in connection
with the foregoing which, in the judgment of such attorney-
in-fact, may be of benefit to, in the best interest of, or
legally required by the undersigned, it being understood
that the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms
and conditions as such attorney-in-fact may approve in such
attorney-in-fact?s discretion.
The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform all and every act and
thing whatsoever requisite, necessary and proper to be done in
the exercise of any of the rights and powers herein granted, as
fully to all intents and purposes as such attorney-in-fact might
or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all
that such attorney-in-fact, or his/her substitute or
substitutes, shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-
in-fact, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's
responsibilities to comply with or liabilities under Section 16
of the Securities Exchange Act of 1934. This Power of Attorney
does not relieve the undersigned from responsibility for
compliance with the undersigned's obligations, including
reporting requirements, under Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file
reports under Section 16 (including Forms 3, 4 and 5) with
respect to the undersigned?s holdings of and transactions in
securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing
attorneys-in-fact. This Power of Attorney revokes all previous
powers of attorney with respect to the subject matter of this
Power of Attorney.
Accordingly, the undersigned has executed this Power of
Attorney, effective as of October 26, 2022.
/s/ Larry A. Mizel
Signature
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