mand20170206_sc13da.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 22)*

 

M.D.C. HOLDINGS, INC.

(Name of Issuer)

 

Common Stock, $0.01 Per Share

(Title of Class of Securities)

 

552676108

(CUSIP Number)

 

David D. Mandarich, 4350 S. Monaco St., Suite 500, Denver, CO 80237

(303) 773-1100

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

 

February 2, 2017

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed 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).

 

 
Page 1 of 4 
 

 

CUSIP NO. 552676108

SCHEDULE 13D

Page 2 of 4 Pages

 

 

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  
  OO  
     
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT  
  TO ITEMS 2(d) or 2 (e) [ ]
  Not Applicable  
     
6 CITIZENSHIP OR PLACE OF ORGANIZATION  
  United States of America  

 

 

7

SOLE VOTING POWER

 

 

4,542,494

Number of

 

 

Shares 8 SHARED VOTING POWER
Beneficially   0
Owned by    
Each 9 SOLE DISPOSITIVE POWER
Reporting   4,542,494
Person with    
  10 SHARED DISPOSITIVE POWER
    0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

4,542,494

 

 

 

 

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
  Not Applicable  
     
13 PERCENT OF CLASS REPRESENTED BY THE AMOUNT IN ROW (11)  
  8.6%  
     
14 TYPE OF REPORTING PERSON  
  IN  

 

 
 
 

 

CUSIP NO. 552676108

SCHEDULE 13D

Page 3 of 4 Pages

 

Explanatory Note. This is a voluntary filing to reflect changes in Reporting Person’s holdings over the prior year.

 

The Reporting Person, David D. Mandarich, hereby amends his Schedule 13D relating to Common Stock, par value $0.01, of M.D.C. Holdings, Inc.

 

Item 5.

Interest in Securities of the Issuer

   
  According to the Form 10-K of the Issuer dated December 31, 2016, there were 51,485,090 shares of the Issuer's Common Stock outstanding as of December 31, 2016.

  

 

(a)

Amount beneficially owned as of the close of business on February 2, 2017: 4,542,494 shares of Common Stock

     
    Percent of class: 8.6%

 

 

(b)

The number of shares as of the close of business on February 2, 2017 as to which Reporting Person has:

     
   

(i) Sole power to vote or direct the vote:     4,542,494 shares;

 

(ii) Shared power to vote or direct the vote: 0 shares;

 

(iii) Sole power to dispose or direct the disposition of: 4,542,494 shares

 

(iv) Shared power to dispose or direct the disposition of: 0 shares.

     
    The number of shares set forth in Item 5(a) includes 4,221 unitized shares held in a stock fund in the Company’s 401(k) Savings Plan which changes on a daily basis and 1,281,000 shares of Common Stock that the Reporting Person has the right to acquire within 60 days of February 2, 2017 by the exercise of options.

 

 

(c)

The following table sets forth the transactions by the Reporting Person named in response to Item 5(a) during the past sixty days.

         

Date

 

Price per Share ($)

 

Shares

 

 

 

 

 

02/02/2017  

 

n/a

 

32,200 (1)

 

 

 

 

 

 (1)     Reflects the grant of 32,200 shares of restricted stock for no cash consideration pursuant to the Company's 2011 Equity Incentive Plan and a Restricted Stock Agreement. Pursuant to the Restricted Stock Agreement, the restrictions will lapse as to 33-1/3% of the shares covered thereby on December 31, 2019, 2020 and 2021.

 

 
 
 

 

CUSIP NO. 552676108

SCHEDULE 13D

Page 4 of 4 Pages

 

 

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 6, 2017.

 

 

By: /s/ David D. Mandarich

       David D. Mandarich