Larry A. Mizel - Feb 2, 2024 Form 4 Insider Report for M.D.C. HOLDINGS, INC. (MDC)

Signature
Larry A. Mizel
Stock symbol
MDC
Transactions as of
Feb 2, 2024
Transactions value $
-$12,402,631
Form type
4
Date filed
2/5/2024, 05:50 PM
Previous filing
Jun 21, 2023
Next filing
Feb 29, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MDC Common Stock $.01 Par Value Award $0 +400K +345.69% $0.00 516K Feb 2, 2024 Direct F3
transaction MDC Common Stock $.01 Par Value Tax liability -$11M -175K -33.93% $62.74 341K Feb 2, 2024 Direct F2, F4
transaction MDC Common Stock $.01 Par Value Tax liability -$392K -6.25K -1.83% $62.74 334K Feb 3, 2024 Direct F1, F2
transaction MDC Common Stock $.01 Par Value Tax liability -$681K -10.8K -3.24% $62.74 324K Feb 3, 2024 Direct F1, F2
transaction MDC Common Stock $.01 Par Value Tax liability -$351K -5.59K -1.73% $62.74 318K Feb 4, 2024 Direct F1, F2
holding MDC Common Stock $.01 Par Value 324 Feb 2, 2024 By M&G Growth, LLC F5
holding MDC Common Stock $.01Par Value 324K Feb 2, 2024 By Trusts F6
holding MDC Common Stock $.01Par Value 3.26M Feb 2, 2024 By Ari Capital Partners, LLLP F7
holding MDC Common Stock $.01 Par Value 843K Feb 2, 2024 By Boca Sawyer 22 LLC F8
holding MDC Common Stock $.01 Par Value 26.5K Feb 2, 2024 By Cascia Holdings, LLC F9
holding MDC Common Stock $.01Par Value 1.31M Feb 2, 2024 By Cheston Enterprises Trust F10
holding MDC Common Stock $.01Par Value 1.31M Feb 2, 2024 By Courtney Enterprises Trust F10
holding MDC Common Stock $.01Par Value 1.8M Feb 2, 2024 By CGM Capital, LLLP F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Restricted stock vesting -- share withholding pursuant to irrevocable election made outside of blackout periods (May 4,2023).
F2 Closing price on February 2, 2024.
F3 Vesting of Performance Share Unit (PSU) award originally granted on July 14, 2021.
F4 PSU vesting - share withholding pursuant to irrevocable election made outside blackout periods (May 4, 2023).
F5 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.
F6 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.
F7 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.
F8 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.
F9 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.
F10 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.
F11 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.