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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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M.D.C. Holdings, Inc. |
(Name of Issuer)
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Common Stock, par value $0.01 per share |
(Title of Class of Securities)
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552676108 |
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(CUSIP Number)
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December 31, 2008 |
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(Date of Event which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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o |
Rule 13d-1(b) |
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x |
Rule 13d-1(c) |
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o |
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
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1 |
Names of Reporting Persons. Greenlight Capital, L.L.C. |
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) o |
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(b) o |
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3 |
SEC Use Only |
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4 |
Citizenship or Place of Organization. Delaware |
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Number of Shares Beneficially Owned by Each Reporting Person With |
5 Sole Voting Power 0 shares |
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6 Shared Voting Power 28,760 shares |
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7 Sole Dispositive Power 0 shares |
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8 Shared Dispositive Power 28,760 shares |
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 28,760 shares |
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11 |
Percent of Class Represented by Amount in Row (9) 0.1%** |
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12 |
Type of Reporting Person (See Instructions) OO |
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**SEE ITEM 4(b).
CUSIP No. 552676108
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1 |
Names of Reporting Persons. Greenlight Capital, Inc. |
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) o |
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(b) o |
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3 |
SEC Use Only |
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4 |
Citizenship or Place of Organization. Delaware |
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Number of Shares Beneficially Owned by Each Reporting Person With |
5 Sole Voting Power 0 shares |
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6 Shared Voting Power 60,584 shares |
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7 Sole Dispositive Power 0 shares |
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8 Shared Dispositive Power 60,584 shares |
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 60,584 shares |
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11 |
Percent of Class Represented by Amount in Row (9) 0.1%** |
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12 |
Type of Reporting Person (See Instructions) CO |
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**SEE ITEM 4(b).
CUSIP No. 552676108
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1 |
Names of Reporting Persons. DME Advisors, L.P. |
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) o |
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(b) o |
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3 |
SEC Use Only |
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4 |
Citizenship or Place of Organization. Delaware |
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Number of Shares Beneficially Owned by Each Reporting Person With |
5 Sole Voting Power 0 shares |
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6 Shared Voting Power 9,740 shares |
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7 Sole Dispositive Power 0 shares |
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8 Shared Dispositive Power 9,740 shares |
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 9,740 shares |
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11 |
Percent of Class Represented by Amount in Row (9) 0.02%** |
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12 |
Type of Reporting Person (See Instructions) PN |
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**SEE ITEM 4(b).
CUSIP No. 552676108
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1 |
Names of Reporting Persons. David Einhorn |
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) o |
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(b) o |
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3 |
SEC Use Only |
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4 |
Citizenship or Place of Organization. U.S. Citizen |
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Number of Shares Beneficially Owned by Each Reporting Person With |
5 Sole Voting Power 0 shares |
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6 Shared Voting Power 70,324 shares |
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7 Sole Dispositive Power 0 shares |
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8 Shared Dispositive Power 70,324 shares |
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 70,324 shares |
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11 |
Percent of Class Represented by Amount in Row (9) 0.2%** |
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12 |
Type of Reporting Person (See Instructions) IN |
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**SEE ITEM 4(b).
CUSIP No. 552676108
AMENDMENT NO. 7 TO SCHEDULE 13G
This Amendment No. 7 (the “Amendment”) to the Schedule 13G relating to shares of common stock of M.D.C. Holdings, Inc., a Delaware corporation (the “Issuer”), is being filed with the Securities and Exchange Commission (the “SEC”) as an amendment to the Schedule 13G filed with the SEC on January 26, 2001, as amended by Amendment No. 1 filed with the SEC on February 14, 2002, as amended by Amendment No. 2 filed with the SEC on October 15, 2002, as amended by Amendment No. 3 filed with the SEC on March 18, 2003, as amended by Amendment No. 4 filed with the SEC on February 13, 2004, as amended by Amendment No. 5 filed with the SEC on February 14, 2005, as amended by Amendment No. 6 filed with the SEC on February 14, 2006. This Amendment is being filed on behalf of Greenlight Capital, L.L.C., a Delaware limited liability company (“Greenlight LLC”), Greenlight Capital, Inc., a Delaware corporation (“Greenlight Inc.”), DME Advisors, L.P., a Delaware limited partnership (“Advisors” and together with Greenlight LLC and Greenlight Inc., “Greenlight”), and Mr. David Einhorn, the principal of Greenlight (collectively with Greenlight, the “Reporting Persons”).
This Amendment relates to shares of common stock, par value $0.01 per share, of the Issuer (the “Common Stock”) purchased by Greenlight for the account of (i) Greenlight Capital, L.P. (“Greenlight Fund”), of which Greenlight LLC is the general partner and for which Greenlight Inc. acts as investment manager, (ii) Greenlight Capital Qualified, L.P. (“Greenlight Qualified”), of which Greenlight LLC is the general partner and for which Greenlight Inc. acts as investment manager, (iii) Greenlight Capital Offshore, Ltd. (“Greenlight Offshore”) for which Greenlight Inc. acts as investment manager, and (iv) the managed account for which Advisors acts as investment manager.
This Amendment is being filed to amend and restate Items 4 and 5 as follows:
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Item 4. |
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Ownership: |
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Item 4(a) |
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Amount Beneficially Owned: |
As of the date of this filing, each of the Reporting Persons may be deemed to be the beneficial owner of the following number of shares of Common Stock:
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i) |
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Greenlight LLC may be deemed the beneficial owner of an aggregate of 28,760 shares of Common Stock held for the accounts of Greenlight Fund and Greenlight Qualified. |
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ii) |
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Greenlight Inc. may be deemed the beneficial owner of an aggregate of 60,584 shares of Common Stock held for the accounts of Greenlight Fund, Greenlight Qualified and Greenlight Offshore. |
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iii) |
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Advisors may be deemed the beneficial owner of 9,740 shares of Common Stock held for the managed account for which Advisors acts as investment manager. |
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iv) |
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Mr. Einhorn may be deemed the beneficial owner of 70,324 shares of Common Stock. This number consists of: (A) an aggregate of 28,760 shares of Common Stock held for the accounts of Greenlight Fund and Greenlight Qualified, (B) 31,824 shares of Common Stock held for the account of Greenlight Offshore, and (C) 9,740 shares of Common Stock held for the managed account for which Advisors acts as investment manager. |
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The filing of this Amendment shall not be construed as an admission that any of the Reporting Persons is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any of the shares of Common Stock owned by Greenlight Fund, Greenlight
CUSIP No. 552676108
Qualified, Greenlight Offshore or the managed account for which Advisors acts as investment manager. Pursuant to Rule 13d-4, each of the Reporting Persons disclaims all such beneficial ownership except to the extent of their pecuniary interest in any shares of Common Stock, if applicable.
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Item 4 (b) |
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Percent of Class: |
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The information set forth in Rows 5 through 11 of the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(b) for each such Reporting Person. The denominator for determining the percentage of shares of Common Stock held by each of the Reporting Persons was 46,666,000, which is the number of shares of Common Stock outstanding as of December 31, 2008, as reported in the Form 10-K filed by the Issuer on February 10, 2009 with the Securities and Exchange Commission. |
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Item 4 (c) |
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Number of shares as to which each such person has voting and dispositive power: |
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The information set forth in Rows 5 through 11 of the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(c) for each such Reporting Person. |
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Item 5. |
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Ownership of Five Percent or Less of a Class. |
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If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following x. |
CUSIP No. 552676108
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.
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Date: |
February 13, 2009 |
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Greenlight Capital, L.L.C. |
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By: |
/s/DANIEL ROITMAN |
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Daniel Roitman |
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Chief Operating Officer |
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Greenlight Capital, Inc. |
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By: |
/s/DANIEL ROITMAN |
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Daniel Roitman |
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Chief Operating Officer |
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DME Advisors, L.P. |
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By: |
DME Advisors GP, L.L.C. its general partner |
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By: |
/s/DANIEL ROITMAN |
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Daniel Roitman |
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Chief Operating Officer |
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/s/ DANIEL ROITMAN** |
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Daniel Roitman, on behalf of David Einhorn |
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* The Joint Filing Agreement, executed by and among the Reporting Persons, filed with the Schedule 13G filed with the Securities and Exchange Commission on January 29, 2001 by the Reporting Persons with respect to the Issuer, is hereby incorporated by reference.
** The Power of Attorney, executed by David Einhorn authorizing Harry Brandler and Daniel Roitman to sign and file this Amendment on David Einhorn’s behalf, which was filed with a Schedule 13G filed with the Securities and Exchange Commission on July 18, 2005 by the Reporting Persons with respect to the Ordinary Shares of Flamel Technologies S.A., is hereby incorporated by reference.