8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): January 27, 2012

M.D.C. Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-8951	84-0622967
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. employer identification no.)

4350 South Monaco Street, Suite 500, Denver, Colorado 80237

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (303) 773-1100

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(c) (e) Appointment of Chief Financial Officer; Compensatory Arrangements

On January 30, 2012, M.D.C. Holdings, Inc. (the “Company”) announced that, effective February 1, 2012, John M. Stephens has been hired by the Company and, effective February 13, 2012, appointed by the Company’s Board of Directors to the position of Senior Vice President, Chief Financial Officer and Principal Accounting Officer. The Board has determined, that for purposes of Section 16 of the Securities Exchange Act of 1934 (and the rules thereunder) and Item 401 of SEC Regulation S-K, beginning as of February 13, 2012, Mr. Stephens is an officer or executive officer for reporting purposes. Mr. Stephens will hold office until his successor is duly elected and qualified or until his resignation, retirement, death or removal from office.

Mr. Stephens, 43, most recently was with Standard Pacific Corp., one of the country’s largest homebuilders, serving as Chief Financial Officer since February 2009, Senior Vice President since May 2007, Corporate Controller from November 1996 through February 2009, and Treasurer from May 2001 until October 2002 and from November 2009 through June 2011. While at Standard Pacific, Mr. Stephens led a finance organization of more than 50 people. Prior to Standard Pacific, Mr. Stephens was an audit manager with the international accounting firm Arthur Andersen LLP. None of these organizations are affiliates of M.D.C. Holdings, Inc.

The following is a brief description of the material terms of Mr. Stephens’ employment. Under the terms of the offer letter accepted by Mr. Stephens, his annual base salary is $425,000 and he is eligible to receive an annual discretionary bonus payable in cash and restricted stock. The annual bonus target for the first year is $425,000. Additionally, on February 1, 2012, Mr. Stephens will receive a stock option covering 75,000 shares of common stock and also receive 10,000 shares of restricted stock, all awarded under the Company’s 2011 Equity Incentive Plan. The stock option will have a life of ten years and an exercise price equal to the closing price of the Company’s stock on the date of grant, and will become exercisable as to 33-1/3% of the shares on each of the third, fourth and fifth anniversaries of the date of grant. The restrictions on the restricted stock will lapse as to 25% of the shares over four years, beginning on the first anniversary of the date of the award. Mr. Stephens will also receive a relocation package as set forth in more detail in the offer letter, along with other benefits. Mr. Stephens’ employment is on an “at-will” basis.

The Company is also providing Mr. Stephens with a Change in Control and Separation Agreement (the “Agreement”). The Agreement is effective February 1, 2012 and, after December 31, 2014, will renew automatically for successive one-year terms unless either party elects by notice in writing to terminate the agreement delivered to the other at least 90 days prior to December 31 of each year. In addition, if the Agreement has not been terminated prior to a “Change in Control” (as defined in the Agreement), upon a Change in Control, the term of an Agreement will extend automatically for two years. If a Change in Control Event (as defined) occurs, Mr. Stephens may receive a Change in Control payment equal to the sum of his annual base salary and the amount of his target annual bonus. If the Company terminates Mr. Stephens’ employment other than for “cause,” death or “disability” (as defined in the Agreement) under circumstances where he is not entitled to a Change in Control payment, Mr. Stephens will receive an amount equal to his annual base salary and reimbursement of certain COBRA payments.

Copies of (1) the press release announcing Mr. Stephens’ appointment, (2) Mr. Stephens’ offer letter and (3) his Agreement are filed with this report on Form 8-K.

ITEM 9.01. EXHIBITS

Exhibit Number	Description
Exhibit 10.1	Offer Letter signed January 27, 2012
Exhibit 10.2	Change in Control Agreement dated as of February 1, 2012
Exhibit 99.1	Press Release dated January 30, 2012

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	M.D.C. HOLDINGS, INC.
Dated: January 30, 2012	By:	/s/ Joseph H. Fretz
		Joseph H. Fretz
		Secretary and Corporate Counsel

Exhibit Index

Exhibit Number	Description
Exhibit 10.1	Offer Letter signed January 27, 2012
Exhibit 10.2	Change in Control Agreement dated as of February 1, 2012
Exhibit 99.1	Press Release dated January 30, 2012

EX-10.1

Exhibit 10.1

January 27, 2012

John M. Stephens

Dear John:

We are pleased to offer you the position of Senior Vice President – Finance for M.D.C. Holdings, Inc. (the “Company”) with a start date of February 1, 2012. On February 13, 2012 your title will change to Senior Vice President, Chief Financial Officer and Principal Accounting Officer and you will begin performing the Company’s principal financial officer and principal accounting officer functions. The Company will file with the SEC its Annual Report on Form 10-K for the year ended December 31, 2011 on or around February 2, 2012, prior to your assumption of the duties of principal financial officer or principal accounting officer. Your initial base salary will be $425,000 annually. Your base salary will be reviewed annually, and it may be increased, but not decreased, at the discretion of the Company. You will also be eligible to receive an annual discretionary bonus 50% in cash and 50% in restricted stock. This bonus shall be paid in February of each year, beginning in February of 2013. Your annual bonus target is 100% of your base salary (i.e., $425,000 for your first year). Additionally, on your start date, you will receive a stock option grant covering 75,000 shares of common stock in the Company and also a restricted stock award of 10,000 shares of common stock of the Company. All restricted stock will be valued at the closing price on the day of the award and the restrictions will lapse at 25% per year over four years, beginning on the first anniversary of the date of the award. The stock option will have a life of ten years. The exercise price of the stock option will be the closing price of the stock on the date of the grant and the option will become exercisable as to 33-1/3% of the shares on each of the third, fourth and fifth anniversary dates of the grant. The restricted stock and the stock option will be awarded pursuant to, and subject to, the terms and conditions of the Company’s 2011 Equity Incentive Plan and the Company’s standard Restricted Stock Agreement and Stock Option Agreement forms.

We will provide a full relocation package for you and your family as may be reasonable under the circumstances, including: 1) pack and move of household goods, 2) temporary living accommodations through June 30, 2012, 3) two house hunting trips for you and your family, and 4) airfare and parking for trips home on weekends through June 30, 2012. Additionally, on your start date, you will be provided with a change in control agreement providing for payment of 1X base salary and 1X the target bonus amount; the other material terms and conditions of which will be comparable to those of Mr. Touff’s agreement dated July 30, 2008. In addition we will include in the change of control document a severance package equal to 1X base salary if the Company terminates your employment for other than cause, death or disability (you cannot receive both a change in control payment and a severance payment).

Your direct supervisor will be David Mandarich. It is a Company policy that all details of any offers of employment are contingent upon a satisfactory background check.

As in the case with all of our employees, your employment status with the Company will be on an “at-will basis”. This means that both you and the Company have the right to terminate the employment relationship at any time, with or without cause or notice.

We offer a benefits package to our employees and, based on your start date, you will be eligible for most of these benefits effective March 1, 2012 assuming a February 1 start date. You will enroll in benefits using an online enrollment tool. Enrollment can be completed any time during your eligibility waiting period, but must be completed no later than midnight Eastern Time on February 29, 2012. Additionally we will reimburse you for the difference in COBRA medical coverage rates through your current employer and our company provided medical plan premium for the 30 day waiting period during which you are not eligible for MDC coverage. As we have discussed you will be eligible for 3 weeks of vacation per year, prorated for 2012.

On your first day, we will need to complete your I-9 Employment Eligibility Verification Form. Please bring the appropriate documentation as listed on the reverse side of the enclosed document entitled “Employment Eligibility Verification”. BY FEDERAL LAW, we must inspect the original documents to complete the I-9 form WITHIN 3 DAYS of your hire date.

Please confirm your acceptance of this offer by signing, dating and returning one original copy of this letter

Please do not hesitate to contact me at 303-804-7751 if you have any questions or require any additional information.

Sincerely,

/s/ Karen Gard

Karen Gard

Vice President, Human Resources

Enclosures

Accepted on this 27^th day of January , 2012 by:

/s/ John M. Stephens

John M. Stephens

2

EX-10.2

Exhibit 10.2

CHANGE IN CONTROL AND SEPARATION AGREEMENT

AGREEMENT, dated as of February 1, 2012, by and between M.D.C. Holdings, Inc. (the “Company”), and John M. Stephens (the “Employee”).

WHEREAS, the Employee currently is employed by the Company as its Senior Vice President – Finance, and it is anticipated that the Employee will become the Senior Vice President, Chief Financial Officer and Principal Accounting Officer, and the Employee is willing to continue to serve in the employ of the Company; and

WHEREAS, the Company desires to provide additional compensation to the Employee in the form of certain termination benefits, but only in the event of a “Change in Control” of the Company or the Company’s termination of Employee’s employment other than for cause, death or disability as hereinafter provided;

NOW, THEREFORE, in consideration of the mutual promises and agreements hereinafter set forth, the Company and the Employee agree as follows:

1. Term. The term of this Agreement shall begin on February 1, 2012 and shall continue until the earlier of the date of termination of Employee’s employment, including pursuant to Section 3 or Section 4 below or December 31, 2014; provided, however, that, unless either party otherwise elects by notice in writing delivered to the other by September 30, 2014, or at least 90 days prior to December 31 of each subsequent year, such term automatically shall be renewed for successive one-year terms ending on December 31 of each successive year, and provided, further, that if this Agreement has not terminated prior to a Change in Control, then upon a Change in Control the term of this Agreement shall automatically extend for a period of two years following such Change in Control (the “Agreement Term”). The Company and Employee each acknowledge that the Employee’s employment by the Company is and shall remain at will, and that this Agreement shall only govern termination benefits in the event of a Change in Control or the Company’s termination of Employee’s employment other than for cause, death or disability.

2. Consideration.

In addition to all compensation and benefits currently provided or in the future to be provided to the Employee pursuant to the Employee’s employment by the Company, upon the occurrence of a “Change in Control” as defined in Appendix A to this Agreement, or the Company’s termination of Employee’s employment other than for cause, death or disability, the Employee shall be entitled to receive termination of employment benefits as provided in Section 3 or Section 4 hereof, as the case may be.

3. Termination Upon Change in Control.

(a) If a Change in Control occurs, all options, dividend equivalents and other rights granted to the Employee under any Company equity incentive plans shall be accelerated and shall become exercisable immediately prior to the closing of the Change in Control so as to

permit the Employee fully to exercise all outstanding options and rights. If the Change in Control is not consummated, the Employee’s election to exercise such options and rights pursuant hereto shall be of no effect and the Employee’s options shall remain subject to the restrictions to which they were originally subject.

(b) If a “Change in Control Event” (as defined in Appendix A to this Agreement) occurs, the Employee shall, if the Employee so elects by written notice to the Company within 90 days after such Change in Control Event, be entitled to terminate the Employee’s employment, if not already terminated by the Company, and in either event to receive an amount equal to the sum of (i) Employee’s annual base salary at the rate in effect immediately before the Change in Control Event and (ii) an amount equal to Employee’s target annual bonus for the current year.

(c) If a Change in Control Event occurs, the Employee shall also be entitled to continue to participate in each of the Company’s employee benefit plans, policies or arrangements which provide insurance and medical benefits on the same basis as was provided to the Employee prior to the Change in Control Event for a period of twelve months after the date of termination of Employee’s employment.

(d) Change in Control Payments.

(i) The payments set forth in this Section shall be in addition to any payments that otherwise would be payable to the Employee pursuant to any agreement, benefit plan, severance policy or similar plan of the Company.

(ii) Notwithstanding anything to the contrary herein, if the aggregate amounts payable pursuant to Sections 3(a), (b) and (c) hereof, either alone or together with any other payments which the Employee has the right to receive either directly or indirectly from the Company or any of its affiliates, would be subject to an excise tax as an “excess parachute payment” under Section 4999 of the Internal Revenue Code, the Employee hereby agrees that such aggregate amounts payable hereunder shall be paid in annual installments over the shortest period of time over which such aggregate amounts may be paid and not be treated as “excess parachute payments” under Section 4999. All determinations called for in this Section 3(d)(ii) shall be made by an independent public accounting firm with a national reputation as shall be selected by the Company. The Company shall bear all costs associated with obtaining such determinations.

(iii) The amounts payable pursuant to this Section 3 shall be paid (or commence to be paid if payable in installments pursuant to Section 3(d)(ii) above) to the Employee not later than 10 days after the Employee’s termination of employment.

4. Termination of Employment Other Than for Cause, Death or Disability.

(a) If the Company terminates Employee’s employment other than for “Cause” (as defined in Appendix A), death or “Disability” (as defined below) under circumstances where the Employee is not entitled to payment under Section 3 above, the Employee shall receive (i) an amount equal to the Employee’s annual base salary at the rate in effect immediately before the

-2-

termination of employment and (ii) the reimbursement of his monthly COBRA payments for himself and his covered and eligible dependents for a period of twelve (12) months after termination of employment, provided he exercises his right to continue his insurance pursuant to COBRA. The reimbursements shall only be for the cost of medical, vision and dental insurance premiums, and shall not include costs for life insurance or any other programs.

(b) Notwithstanding anything to the contrary herein, if the aggregate amounts payable pursuant to Section 4(a), either alone or together with any other payments which the Employee has the right to receive either directly or indirectly from the Company or any of its affiliates, would be subject to an excise tax as an “excess parachute payment” under Section 4999 of the Internal Revenue Code, the Employee hereby agrees that such aggregate amounts payable hereunder shall be paid in annual installments over the shortest period of time over which such aggregate amounts may be paid and not be treated as “excess parachute payments” under Section 4999. All determinations called for in this Section 3(d)(ii) shall be made by an independent public accounting firm with a national reputation as shall be selected by the Company. The Company shall bear all costs associated with obtaining such determinations.

(c) The amounts payable pursuant to this Section 4 shall be paid (or commence to be paid if payable in installments pursuant to Section 4(b)) to the Employee not later than 10 days after the termination of Employee’s employment.

(d) The term “Disability” shall mean that the Employee is physically or mentally incapacitated so as to render him incapable of performing his usual and customary duties as an executive for more than 150 consecutive days. The Company may, in its reasonable discretion, but based upon appropriate medical evidence, determine that Disability has occurred.

5. Miscellaneous.

(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed in that State.

(b) Notices. Any notice, consent or other communication made or given in connection with this Agreement shall be in writing and shall be deemed to have been duly given when delivered by United States registered or certified mail, return receipt requested, to the parties at the following addresses or at such other address as a party may specify by notice to the other.

To the Employee:

John M. Stephens

4350 South Monaco Street, Suite 500

Denver, Colorado 80237

To the Company:

M.D.C. Holdings, Inc.

Attention: President

4350 South Monaco Street, Suite 500

Denver, Colorado 80237

-3-

(c) Entire Agreement; Amendment. This Agreement shall supersede any and all existing agreements between the Employee and the Company or any of its affiliates or subsidiaries relating to a change in control of the Company. It may not be amended except by a written agreement signed by both parties.

(d) Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

(e) Assignment. Except as otherwise provided in this paragraph, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, representatives, successors and assigns. This Agreement shall not be assignable by the Employee, and shall be assignable by the Company only to any corporation or other entity resulting from the reorganization, merger or consolidation of the Company with any other corporation or entity or any corporation or entity to which the Company may sell all or substantially all of its assets, and this Agreement must be so assigned by the Company to, and accepted as binding by such other corporation or entity in connection with any such reorganization, merger, consolidation or sale.

(f) Arbitration. As material consideration for entering into this Agreement, each of the Employee and the Company agrees that any controversy or claim arising out of or relating to this Agreement, or the breach thereof, or the Employee’s employment with the Company, shall be settled by arbitration administered by the American Arbitration Association in accordance with the Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both parties expressly agree that costs and attorneys fees related to any such arbitration shall be awarded to the prevailing party. Any arbitration commenced pursuant to this paragraph shall be conducted in the metropolitan area of Denver, Colorado.

(g) Severability. If any provision of this Agreement is invalid or unenforceable, the balance of the Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement including Appendix A thereto as of the date first above written.

-4-

M.D.C. HOLDINGS, INC.
By:	/s/ David D. Mandarich
Name:	David D. Mandarich
Title:	President
EMPLOYEE
/s/ John M. Stephens
John M. Stephens

-5-

APPENDIX A

This Appendix A is attached to and shall form a part of the Change in Control Agreement, dated as of February 1, 2012 (the “Agreement”), by and between M.D.C. HOLDINGS, INC. (the “Company”), and John M. Stephens (the “Employee”).

(a) For purposes of the Agreement, a “Change in Control Event” shall occur when a “Change in Control” (as defined in paragraph (b) below) is followed within one year by a “Material Change” (as defined in paragraph (c) below).

(b) A “Change in Control” shall occur if:

(i) a report on Schedule 13D is filed with the Securities and Exchange Commission pursuant to Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) disclosing that any person (within the meaning of Section 13(d) of the Exchange Act), other than the Company (or one of its subsidiaries) or any employee benefit plan sponsored by the Company (or one of its subsidiaries), or any director of the Company as of the date of the Agreement, or an affiliate of such director, is the beneficial owner, directly or indirectly, of 50 percent or more of the combined voting power of the then-outstanding securities of the Company;

(ii) any person (within the meaning of Section 13(d) of the Exchange Act), other than the Company (or one of its subsidiaries) or any employee benefit plan sponsored by the Company (or one of its subsidiaries), or any director of the Company as of the date of the Agreement, or an affiliate of such director, shall purchase securities, pursuant to a tender offer or exchange offer to acquire any common stock of the Company (or securities convertible into common stock) for cash, securities or any other consideration, provided that after consummation of the offer, the person in question is the beneficial owner (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50 percent or more of the combined voting power of the then-outstanding securities of the Company (as determined under paragraph (d) of Rule 13d-3 under the Exchange Act, in the case of rights to acquire common stock);

(iii) the stockholders of the Company shall approve (A) any consolidation or merger of the Company (1) in which the Company is not the continuing or surviving corporation, or (2) pursuant to which shares of common stock of the Company would be converted into cash, securities or other property, or (B) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company; or

(iv) there shall have been a change in a majority of the members of the Board of Directors of the Company within a twelve month period, unless the election or nomination for election by the Company’s stockholders of each new director during such twelve month period was approved by the vote of two-thirds of the directors then still in office who were directors at the beginning of such twelve month period.

A-1

(c) A “Material Change” shall occur if:

(i) the Employee’s employment by the Company is terminated without “Cause” (as defined in paragraph (d) below);

(ii) the Company makes any change in the Employee’s duties or responsibilities from those as of the effective date of his appointment as Chief Financial Officer or, if this Agreement has been renewed or extended, the date of the last renewal or extension, but only if such change would cause:

(A) the Employee to report to anyone other than the Chief Operating Officer or the President of the Company, or, if this Agreement has been renewed or extended, the person(s) to whom the Employee reported as of the date of the last renewal or extension,

(B) the Employee to no longer be the Chief Financial Officer of the Company or its successor,

(C) even if the Employee maintains his position as Chief Financial Officer, the Employee’s responsibilities to be reduced (without his written permission) from those in effect as of the effective date of his appointment as Chief Financial Officer, or the date of the last renewal or extension of this Agreement, as applicable, or

(D) the Employee’s position with the Company to become one of materially lesser importance or scope;

(iii) the Company assigns or reassigns the Employee (without the Employee’s written permission) to another place of employment which is more than 50 miles from the Employee’s place of employment at the time of his appointment as Chief Financial Officer or the date of the last renewal or extension of this Agreement, as applicable; or

(iv) the Company reduces the Employee’s Base Salary, annual or long-term incentive compensation or the manner in which such compensation is determined unless such reduction similarly applies to the ten officers of the Company having the highest annual base salaries; or

(v) a purchaser of all or substantially all of the Company’s assets or any successor or assignee of the Company fails to assume the obligation of the Company under the Agreement.

(d) For purposes of the Agreement, “Cause” shall mean: (i) the Employee’s willful refusal to perform material duties reasonably required or requested of him (other than as a result of total or partial incapacity due to physical or mental illness) for 30 days after having received written notice of such refusal from the Company and having failed to commence to perform such duties within such period, (ii) the Employee’s commission of material acts of fraud, dishonesty or misrepresentation in the performance of his duties for the Company, (iii) any final, non-appealable conviction of the Employee for an act or acts on the Employee’s part constituting a felony under the

A-2

laws of the United States or any state thereof which results or was intended to result directly or indirectly in gain or personal enrichment by the Employee at the expense of the Company; or (iv) any material uncured breach of the Company’s Corporate Code of Conduct which continues for 30 days after the Employee has received written notice of such breach.

M.D.C. HOLDINGS, INC.
By:	/s/ David D. Mandarich
Name:	David D. Mandarich
Title:	President
Employee
/s/ John M. Stephens
John M. Stephens

A-3

EX-99.1

Exhibit 99.1

NEWS BULLETIN
M.D.C. HOLDINGS, INC.	RICHMOND AMERICAN HOMES HOMEAMERICAN MORTGAGE
FOR IMMEDIATE RELEASE
MONDAY, JANUARY 30, 2012

Contact:	Robert N. Martin
	Vice President of Finance
	(720) 977-3431
	bob.martin@mdch.com

M.D.C. HOLDINGS NAMES JOHN M. STEPHENS

SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER

DENVER, Monday, January 30, 2012 - M.D.C. Holdings, Inc. (NYSE: MDC) today announced that John M. Stephens has been appointed by the Board of Directors to the position of Senior Vice President, Chief Financial Officer and Principal Accounting Officer, effective February 13, 2012.

Stephens possesses more than 20 years of experience in business, accounting and corporate finance, including 5 years in public accounting with the international accounting firm Arthur Andersen LLP and 15 years in homebuilding. Most recently, he served as Senior Vice President and Chief Financial Officer for Standard Pacific Corp., one of the country’s largest publicly traded homebuilders, where he led a finance organization of more than 50 people. Stephens brings to MDC his strong financial leadership experience in finance, treasury, SEC reporting, strategic investments and accounting. He holds a bachelor’s degree in business economics with an emphasis in accounting from University of California at Santa Barbara and is also a Certified Public Accountant.

Larry A. Mizel, MDC’s chairman and chief executive officer stated, “John’s career experience and professional credentials make him a natural choice for our CFO position. He offers a deep understanding of the homebuilding industry, and he has a proven track-record of success in driving financial growth and shareholder value. We are confident that John will enhance our senior management team and help us to become an even stronger, more successful enterprise as we work towards our goal of returning to profitability in 2012.”

The Company previously disclosed on Form 8-K the resignation of Vilia Valentine, Vice President – Finance, Corporate Controller and Chief Accounting Officer, effective as of January 4, 2012. The Company agreed to retain Ms. Valentine, on a consulting basis, to continue to serve

-more-

as the Company’s principal financial officer and principal accounting officer through the date the Company files its Form 10-K for the year ending December 31, 2011, which is anticipated to occur on or about February 2, 2012.

About M.D.C. Holdings, Inc.

Since 1972, MDC’s subsidiary companies have built and financed the American dream for more than 165,000 families. MDC’s commitment to customer satisfaction, quality and value is reflected in each home its subsidiaries build. MDC is one of the largest homebuilders in the United States. Its subsidiaries have homebuilding operations across the country, including the metropolitan areas of Denver, Colorado Springs, Salt Lake City, Las Vegas, Phoenix, Tucson, Riverside-San Bernardino, Los Angeles, San Francisco Bay Area, Washington D.C., Baltimore, Philadelphia, Jacksonville and Seattle. The Company’s subsidiaries also provide mortgage financing, insurance and title services, primarily for Richmond American homebuyers, through HomeAmerican Mortgage Corporation, American Home Insurance Agency, Inc. and American Home Title and Escrow Company, respectively. M.D.C. Holdings, Inc. is traded on the New York Stock Exchange under the symbol “MDC.” For more information, visit www.mdcholdings.com.

-###-