4//SEC Filing
MIZEL LARRY A 4
Accession 0000950142-24-001147
CIK 0000773141other
Filed
Apr 18, 8:00 PM ET
Accepted
Apr 19, 9:25 AM ET
Size
35.1 KB
Accession
0000950142-24-001147
Insider Transaction Report
Form 4
MIZEL LARRY A
DirectorChairman of the Board and CEO10% Owner
Transactions
- Disposition to Issuer
Common Stock $.01 Par Value
2024-04-19−63,868→ 0 total - 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
Common Stock $.01 Par Value
2024-04-19−26,453→ 0 total(indirect: By LLC) - 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
Common Stock $.01 Par Value
2024-04-19−842,956→ 0 total(indirect: By LLC) - Disposition to Issuer
Common Stock $.01 Par Value
2024-04-19−1,309,471→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock $.01 Par Value
2024-04-19−801,793→ 0 total(indirect: By CGM Capital, LLLP) - Disposition to Issuer
Common Stock $.01 Par Value
2024-04-19−254,161→ 0 total - Disposition to Issuer
Common Stock $.01 Par Value
2024-04-19−323,676→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock $.01 Par Value
2024-04-19−2,761,345→ 0 total(indirect: By Ari Capital Partners, LLLP) - Disposition to Issuer
Non-Statutory Stock Option (right to buy)
2024-04-19−1,000,000→ 0 totalExercise: $28.78Exp: 2032-09-28→ Common Stock $ .01 Par Value (1,000,000 underlying) - Disposition to Issuer
Common Stock $.01 Par Value
2024-04-19−324→ 0 total(indirect: By LLC) - Disposition to Issuer
Common Stock $.01 Par Value
2024-04-19−400,000→ 0 total - Disposition to Issuer
Common Stock $.01 Par Value
2024-04-19−1,309,471→ 0 total(indirect: By Trust) - 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)
Footnotes (11)
- [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").
- [F10]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.
- [F11]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.
- [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]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.
- [F5]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.
- [F6]Reporting Person may be deemed to have beneficial ownership of the shares held by 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.
- [F7]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.
- [F8]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.
- [F9]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.
Documents
Issuer
M.D.C. HOLDINGS, INC.
CIK 0000773141
Entity typeother
Related Parties
1- filerCIK 0000902691
Filing Metadata
- Form type
- 4
- Filed
- Apr 18, 8:00 PM ET
- Accepted
- Apr 19, 9:25 AM ET
- Size
- 35.1 KB