Sec Form 4 Filing - MIZEL LARRY A @ MDC HOLDINGS INC - 2015-05-18

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MIZEL LARRY A 2. Issuer Name and Ticker or Trading Symbol MDC HOLDINGS INC [ MDC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman of the Board and CEO (Last) (First) (Middle) 4350 S. MONACO STREET, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 05/18/2015 (Street) DENVER, CO80237 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Non-Statutory Stock Option (right to buy) $ 28.45 05/18/2015 A 1,000,000 ( 1 ) 05/18/2025 Common Stock $.01 Par Value 1,000,000 $ 0 1,000,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MIZEL LARRY A 4350 S. MONACO STREET SUITE 500 DENVER, CO80237 X X Chairman of the Board and CEO Signatures Larry A. Mizel 05/20/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This option was granted May 18, 2015 under the Company's 2011 Equity Incentive Plan. The option will vest as to 33-1/3% of the shares covered thereby on each of May 18, 2018, 2019 and 2020; provided however that all unvested option shares will vest immediately in the event the closing price of the Company's stock as reported by the New York Stock Exchange in any 20 out of 30 consecutive trading days closes at a price equal to or greater than 120% of the closing price on the date of grant. This option was granted at the May 18, 2015 market close price.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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