Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
(Amendment No. 28)*
M.D.C. HOLDINGS, INC.
(Name of Issuer)
Common Stock, $0.01 Per Share
(Title of Class of Securities)
David D. Mandarich, 4350 S. Monaco St., Suite 500, Denver, CO 80237
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 3, 2022
(Date of Event which Requires Filing of this Statement)
If the filing person has previously fi led a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1 (e), 13d-1(f) or 13d-1(g), check the following box [ ].
* 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 disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purposes 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).
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CUSIP NO. 552676 108
|(1)||NAME OF REPORTING PERSON|
|David D. Mandarich|
|(2)||CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP||(a) [ ]|
|Not Applicable||(b) [ ]|
|(3)||SEC USE ONLY|
|(4)||SOURCE OF FUNDS|
|(5)||CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)||[ ]|
|(6)||CITIZENSHIP OR PLACE OF ORGANIZATION|
|United States of America|
|Number of Shares Beneficially Owned by Each Reporting Person with||(7)||SOLE VOTING POWER|
|(8)||SHARED VOTING POWER|
|(9)||SOLE DISPOSITIVE POWER|
|(10)||SHARED DISPOSITIVE POWER|
|(11)||AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON|
|(12)||CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES||[ ] td>|
|(13)||PERCENT OF CLASS REPRESENTED BY THE AMOUNT IN ROW (11)|
|(14)||TYPE OF REPORTING PERSON|
EXPLANATORY NOTE: T his is a voluntary filing to reflect changes in Reporting Person’s holdings over the prior year. This amendment amends and supplements only information that has changed since the filing of the previous amendment.
The Reporting Person, David D. Mandarich, hereby amends his Schedule 13D relating to the Common Stock, par value $0.01, of M.D.C. Holdings, Inc. (the “Company”).
Item 5. Interest in Securities of the Issuer
(a)Mr. Mandarich beneficially owns an aggregate of 6,578,943 shares of Common Stock, representing approximately 9.1% of the outstanding Common Stock of the Company. The ownership percentage set forth above is based upon 70,668,093 shares of Common Stock of the Company outstanding, as reported in the Company’s Form 10-K filed on February 1, 2022, plus an additional 1,771,977 shares which Mr. Mandarich has the right to acquire upon the exercise of stock options that are fully vested.
(b)Mr. Mandarich has the:
(i)Sole power to vote or direct the vote of 6,578,943 shares. This consists of 4,806,966 shares that he directly owns (including unvested restricted stock granted under the Company’s equity incentive plans) and 1,771,977 shares issuable upon the exercise of stock options granted under the Company's equity incentive plans.
(ii)Shared power to vote or direct the vote of -0- shares.
(iii)Sole power to dispose or direct the disposition of 6,578,943 shares. This consists of the shares described in response to Item 5(b )(i) above.
(iv)Shared power to dispose or direct the disposition of -0- shares.
(c)Upon the vesting of restricted stock on December 31, 2021, February 1, 2022, February 3, 2022, and February 4, 2022, 5,936 shares, 3,450 shares, 7,255 shares and 5,607 shares, respectively, were withheld for taxes pursuant to an irrevocable election made outside of black-out periods. Upon the vesting of performance share units stock on February 3, 2022, 113,789 shares were withheld for taxes pursuant to an irrevocable election made outside of black-out periods and 145,411 net shares were issued to Mr. Mandarich. On February 3, 2022, Mr. Mandarich was granted 42,835 shares of restricted stock under the Company's 2021 Equity Incentive Plan.
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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.
Date: February 8, 2022
Signature: /s/ David D. Mandarich
Name: David D. Mandarich
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