UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
(Amendment No. 28)
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, 2008
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
þ 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).
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CUSIP No. |
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552676108 |
SCHEDULE 13G |
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3 |
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6 Pages |
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| Item 1(a) |
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Name of Issuer:
M.D.C. Holdings, Inc. |
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| Item 1(b) |
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Address of Issuer’s Principal Executive Offices:
4350 South Monaco Street, Suite 500
Denver, Colorado 80237 |
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| Item 2(a) |
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Name of Person Filing:
Larry A. Mizel |
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| Item 2(b) |
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Address of Principal Business Office, or, if None, Residence:
4350 South Monaco Street, Suite 500
Denver, Colorado 80237 |
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| Item 2(c) |
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Citizenship:
United States of America |
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| Item 2(d) |
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Title of Class of Securities:
common stock, $.01 par value per share |
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| Item 2(e) |
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CUSIP Number:
552676 10 8 |
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| Item 4(a) |
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Amount Beneficially Owned:
7,372,754 shares |
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| Item 4(b) |
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Percent of Class:
15.55% (based upon the number of shares of the Issuer’s Common Stock that were
outstanding as of September 30, 2008 as reported in the Issuer’s Form 10-Q filed on
October 31, 2008) |
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| Item 4(c) |
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Number of Shares as to Which Such Person Has: |
(i) Sole power to vote or direct the vote — 1,057,374 shares which includes 934,300 shares
issuable upon the exercise of stock options (exercisable within 60 days of December 31,
2008) granted to the reporting person under the Issuer’s 2001 Equity Incentive Plan, 60,000
shares of restricted stock granted to the reporting person under the Issuer’s 2001 Equity
Incentive Plan, 60,000 shares of restricted stock issuable under the Issuer’s 2001 Equity
Incentive Plan as of the date the Issuer’s Compensation Committee or its designated member
certifies that the performance goal set forth in Article IIIA.(ii) of the M.D.C. Holdings,
Inc. Amended Executive Officer Performance-Based Compensation Plan (approved by the Issuer’s
shareowners at the 2008 Annual Meeting)
has been achieved for the fiscal year ended December 31, 2008 and 3,074 shares
held in account for the reporting person in the Company’s 401(k) Plan.
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CUSIP No. |
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552676108 |
SCHEDULE 13G |
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4 |
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6 Pages |
(ii) Shared power to vote or direct the vote — 6,315,380 shares
This amount includes 4,952,837 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 is the beneficiary of various trusts which own 50.6885% of the stock of
CVentures. Also, reporting person is a director and president of CVentures and may
be deemed to control the other 49.3115% 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 a 99.85% partnership interest in Ari Capital. Reporting
person is a trustee of this trust.
The amount in Item 4(c)(ii) above also includes 1,362,214 shares held by CGM Capital
LLC (“CGM Capital”) of which reporting person may be deemed to have beneficial
ownership. The sole manager of CGM Capital is CVentures. A trust, of which
reporting person’s spouse is the sole beneficiary, is the only other member of CGM
Capital, and has a 99.98% equity interest in CGM Capital. Reporting person is a
trustee of this trust.
The amount in Item 4(c)(ii) above also includes 329 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 — 1,057,374 shares, which includes
934,300 shares issuable upon the exercise of stock options (exercisable within 60 days of
December 31, 2008) granted to the reporting person under the Issuer’s 2001 Equity Incentive
Plan, 60,000 shares of restricted stock granted to the reporting person under the Issuer’s
2001 Equity Incentive Plan, 60,000 shares of restricted stock issuable under the Issuer’s
2001 Equity Incentive Plan as of the date the Issuer’s Compensation Committee or its
designated member certifies that the performance goal set forth in Article IIIA.(ii) of the
M.D.C. Holdings, Inc. Amended Executive Officer Performance-Based Compensation Plan
(approved by the Issuer’s shareowners at the 2008 Annual Meeting) has been achieved for the
fiscal year ended December 31, 2008 and 3,074 shares held in account for the reporting
person in the Company’s 401(k) Plan.
(iv) Shared power to dispose or direct the disposition of — 6,315,380 shares, which
includes the shares described in response to Item 4(c)(ii) above.
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| Item 5 |
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Ownership of 5% or Less of a Class:
Not Applicable. |