| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | LSEA | Common Stock | Other | -3.23M | -26.24% | 9.07M | Sep 22, 2024 | By Landsea Holdings Corporation and spouse | F1, F2, F3, F4, F5, F6, F7 |
| Id | Content |
|---|---|
| F1 | Landsea Holdings Corporation ("Landsea Holdings") pledged a total of 3,225,578 shares (the "Pledged Stock") of the Issuer's Common Stock held by it to East West Bank as collateral to secure Landsea Holdings' obligations under a business loan extended by East West Bank pursuant to that certain Commercial Pledge Agreement dated June 29, 2023 between East West Bank and Landsea Holdings. Due to certain events of default, East West Bank elected to take ownership of the Pledged Stock in a strict foreclosure action pursuant to Section 9-620 of the UCC on September 22, 2024. In order to resolve the events of default amicably and expeditiously, East West Bank and Landsea Holdings entered into that certain Agreement Regarding Consensual Resolution of Credit Facility dated September 22, 2024, pursuant to which after East West Bank took the ownership of the Pledged Stock to satisfy Landsea Holdings' obligations in full, |
| F2 | (Continued from footnote 1) any balance of the proceeds from the sale of the Pledged Stock shall be paid to Landsea Holding. 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. 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. |
| F3 | Consists of (A) 9,035,151 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 Landsea Homes Corporation (the "Issuer") as merger consideration pursuant to the Merger Agreement and (ii) 5,000,000 shares of Common Stock pursuant to the Sponsor Surrender 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, (f) the sale of 2,956,522 shares of Common Stock by Landsea Holdings pursuant to the 2023 Underwriting Agreement on June 15, 2023, |
| F4 | (Continued from footnote 3) (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 the 2024 Underwriting Agreement closed on March 8, 2024, (i) the transfer of 4,100,000 shares by Landsea Holdings to Ever Fast pursuant to the Payment Agreement on May 14, 2024, (j) the transfer of 80,000 shares of Common Stock by Landsea Holdings to Qin Zhou pursuant to the Zhou Award Agreement on June 3, 2024, (k) the transfer of 50,000 shares of Common Stock by Landsea Holdings to Yitu Wang pursuant to the Wang Agreement on June 3, 2024, |
| F5 | (Continued from footnote 4) (l) the transfer of 450,000 shares of Common Stock by Landsea Holdings on June 20, 2024 pursuant to the SPAs, and (m) the transfer of 3,225,578 shares of Common Stock held by Landsea Holdings to East West Bank pursuant to the Commercial Pledge Agreement dated June 29, 2023 between East West Bank and Landsea Holdings, and the Agreement Regarding Consensual Resolution of Credit Facility dated September 22, 2024 between East West Bank and Landsea Holdings; 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. |
| F6 | 9,035,151 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. |
| F7 | 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. |