MANDARICH DAVID D 4
4 · M.D.C. HOLDINGS, INC. · Filed Apr 19, 2024
Insider Transaction Report
Form 4
MANDARICH DAVID D
DirectorPresident, COO and Director
Transactions
- Disposition to Issuer
Common Stock $.01 Par Value
2024-04-19−63,868→ 0 total - Disposition to Issuer
Common Stock $.01 Par Value
2024-04-19−360,000→ 0 total - Disposition to Issuer
Common Stock $.01 Par Value
2024-04-19−4,142,970→ 0 total - Disposition to Issuer
Non-Statutory Stock Option (right to buy)
2024-04-19−216,000→ 0 totalExercise: $32.92Exp: 2029-08-05→ Common Stock $ .01 Par Value (216,000 underlying) - Disposition to Issuer
Non-Statutory Stock Option (right to buy)
2024-04-19−216,000→ 0 totalExercise: $23.90Exp: 2030-04-27→ Common Stock $ .01 Par Value (216,000 underlying) - Disposition to Issuer
Non-Statutory Stock Option (right to buy)
2024-04-19−233,280→ 0 totalExercise: $26.40Exp: 2028-05-23→ Common Stock $.01 Par Value (233,280 underlying) - Disposition to Issuer
Non-Statutory Stock Option (right to buy)
2024-04-19−800,000→ 0 totalExercise: $28.78Exp: 2032-09-28→ Common Stock $ .01 Par Value (800,000 underlying)
Footnotes (4)
- [F1]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").
- [F2]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.
- [F3]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.
- [F4]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.