mand20160203_sc13da.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

Under the Securities and Exchange Act of 1934

 

 

(Amendment No. 35)

 

 

M.D.C. Holdings, Inc.

(Name of Issuer)

 

 

Common Stock, $.01 Par Value Per Share

(Title of Class of Securities)

 

 

552676 10 8

(CUSIP Number)

 

December 31, 2015

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

[     ]     Rule 13d-1(b)

[     ]     Rule 13d-1(c)

[ X ]     Rule 13d-1(d)

 

The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 
 
 

 

CUSIP No. 552676108

SCHEDULE 13G

Page 2 of 6 Pages

 

 

1

 NAME OF REPORTING PERSON

 

 

Larry A. Mizel

 
     
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
  Not Applicable (a) [ ]
    (b) [ ]
     
3 SEC USE ONLY  
     
4 CITIZENSHIP OR PLACE OF ORGANIZATION  
 

United States of America

  
     

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person with

5

 SOLE VOTING POWER
 

1,423,906 shares

   
6 WITH SHARED VOTING POWER
  6,535,330 shares
   
7 WITH SOLE DISPOSITIVE POWER
  1,423,906 shares
   
8 WITH SHARED DISPOSITIVE POWER
  6,535,330 shares
   

9

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

7,959,236 shares

  
     
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES [ ]
     
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9  
 

15.8%

  
     
12 TYPE OF REPORTING PERSON  
 

IN

  
     

 

 
 
 

 

CUSIP No. 552676108

SCHEDULE 13G

Page 3 of 6 Pages

 

Item 1(a)     Name of Issuer:

M.D.C. Holdings, Inc.

 

Item 1(b)     Address of Issuer's Principal Executive Offices:

4350 South Monaco Street, Suite 500

Denver, Colorado 80237

 

Item 2(a)     Name of Person Filing:

Larry A. Mizel

 

Item 2(b)     Address of Principal Business Office, or, if None, Residence:

4350 South Monaco Street, Suite 500

Denver, Colorado 80237

 

Item 2(c)     Citizenship:

United States of America

 

Item 2(d)    Title of Class of Securities:

common stock, $.01 par value per share

 

Item 2(e)     CUSIP Number:

552676 10 8

 

Item 3          If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

Not Applicable.

 

Item 4(a)     Amount Beneficially Owned:

7,959,236 shares

 

Item 4(b)     Percent of Class:

15.8% (based upon the number of shares of the Issuer's Common Stock that were outstanding as of December 31, 2015 as reported in the Issuer's Form 10-K dated December 31, 2015)

 

Item 4(c)     Number of Shares as to Which Such Person Has:

 

(i) Sole power to vote or direct the vote – 1,423,906 shares which includes 1,400,000 shares issuable upon the exercise of stock options (exercisable within 60 days of December 31, 2015) granted to the reporting person under the Issuer's equity incentive plans, 20,000 shares of stock (restricted shares) granted to the reporting person under the Issuer's Equity Incentive Plans, and 3,906 unitized shares held in a stock fund in the Company’s 401(k) Savings Plan which changes on a daily basis.

 

 
 
 

 

CUSIP No. 552676108

SCHEDULE 13G

Page 4 of 6 Pages

 

(ii) Shared power to vote or direct the vote – 6,535,330 shares

 

This amount includes 3,172,737 shares held by Ari Capital Partners, LLLP ("Ari Capital") of which reporting person may be deemed to have beneficial ownership. The sole general partner of Ari Capital is CVentures, Inc. ("CVentures"). Reporting person and 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 the 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.

 

The amount in Item 4(c)(ii) above includes 2,000,000 shares held by Cascia Holdings LLC (“Cascia”). Reporting person may be deemed to have beneficial ownership of the shares held by Cascia. Two trusts hold 99% of the total outstanding LLC units in Cascia. Reporting person’s spouse is a trustee of each of the trusts and reporting person’s family members are the beneficiaries of these trusts. 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.

 

The amount in Item 4(c)(ii) above also includes 1,362,214 shares held by CGM Capital LLLP ("CGM Capital") of which reporting person may be deemed to have beneficial ownership. The general partner of CGM Capital is CVentures. A trust, of which reporting person's spouse is the sole beneficiary, is the limited partner of CGM Capital, and has a 99% partnership interest in CGM Capital. Reporting person is a trustee of this trust.

 

The amount in Item 4(c)(ii) above also includes 379 shares held by a trust of which reporting person may be deemed to have beneficial ownership although reporting person has no pecuniary interest in such shares. Reporting person is a trustee of this trust and a director of the two foundations which are the beneficiaries of such trust.

 

(iii) Sole power to dispose or direct the disposition of – 1,423,906 shares, which includes the shares described in response to Item 4(c)(i) above.

 

(iv) Shared power to dispose or direct the disposition of – 6,535,330 shares, which includes the shares described in response to Item 4(c)(ii) above.

 

Item 5          Ownership of 5% or Less of a Class:

Not Applicable.

 

Item 6          Ownership of More than 5% on Behalf of Another Person:

Not Applicable.

 

Item 7          Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company or Control Person:

Not Applicable.

 

 
 
 

 

CUSIP No. 552676108

SCHEDULE 13G

Page 5 of 6 Pages

 

Item 8          Identification and Classification of Members of the Group:

Not Applicable.

 

Item 9          Notice of Dissolution of Group:

Not Applicable.

 

Item 10       Certification:

Not Applicable.

 

 
 
 

 

CUSIP No. 552676108

SCHEDULE 13G

Page 6 of 6 Pages

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

Dated:

February 4, 2016

/s/ Larry A. Mizel

 

 

Reporting Ownership

Larry A. Mizel

 

 

As of December 31, 2015