| FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Landsea Homes Corp [ LSEA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/07/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | ||||||
| Common stock | 01/07/2021 | D | 500,000(1) | A | (1) | 3,078,250 | I | See footnote(8) | ||
| Common stock | 01/07/2021 | J | 600,000(2) | A | (2) | 2,478,250 | I | See footnote(8) | ||
| Common stock | 01/07/2021 | J | 250,415(3) | A | (3) | 2,227,835 | I | See footnote(8) | ||
| Common stock | 01/07/2021 | C | 2,227,835(4) | A | (4) | 2,227,835 | I | See footnote(8) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
| Warrants to Purchase Common Stock | $11.5(5) | 01/07/2021 | D | 2,220,000(6) | 02/06/2021 | 01/07/2026 | Common Stock | 2,220,000 | $0 | 5,039,600 | I | See footnote(8) | |||
| Warrants to Purchase Common Stock | $11.5(5) | 01/07/2021 | J | 2,260,000(7) | 02/06/2021 | 01/07/2026 | Common Stock | 2,260,000 | $0 | 2,779,600 | I | See footnote(8) | |||
| Explanation of Responses: |
| 1. Immediately prior to the closing of the Business Combination (as defined below), Level Field Capital, LLC transferred to the Seller, for no consideration, 500,000 shares of Class B Common Stock. |
| 2. Immediately prior to the closing of the Business Combination (as defined below), Level Field Capital, LLC automatically and irrevocably surrendered and forfeited, for no consideration, 600,000 shares of Class B Common Stock. |
| 3. Immediately prior to the closing of the Business Combination (as defined below), Level Field Capital, LLC automatically and irrevocably surrendered and forfeited, for no consideration, 250,415 shares of Class B Common Stock pursuant to the Forward Purchase and Subscription Agreements entered into between the Issuer and certain investors. |
| 4. On January 7, 2021, pursuant to that certain Agreement and Plan of Merger, dated as of August 31 2020, by and among the Issuer, LFCA Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company, Landsea Homes Incorporated, a Delaware corporation, and Landsea Holdings Corporation, a Delaware corporation (the "Seller"), the Issuer completed its initial business combination (the "Business Combination"). As a result of the Business Combination, the Issuer changed its name to Landsea Holdings Corporation. Upon completion of the Business Combination, the shares of Class B common stock held by Level Field Capital, LLC were automatically converted into shares of the Issuer's common stock. |
| 5. These warrants were issued to Level Field Capital, LLC in a private placement in connection with the initial public offering of the Issuer on June 22, 2018 (the "Private Placement Warrants"). Level Field Capital, LLC acquired beneficial ownership of the warrants in connection with the consummation of the Business Combination on January 7, 2020. Each warrant becomes exercisable 30 days after the completion of the business combination and expires five years after the completion of the business combination or earlier upon redemption or liquidation. Each warrant is exercisable for one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment. |
| 6. Immediately prior to the closing of the Business Combination, Level Field Capital, LLC transferred to the Seller, for no consideration, 2,220,000 Private Placement Warrants. |
| 7. Immediately prior to the closing of the Business Combination, Level Field Capital, LLC automatically and irrevocably surrendered and forfeited, for no consideration, 2,260,000 Private Placement Warrants. |
| 8. Level Field Capital, LLC is the record holder of the securities reported herein. Level Field Partners, LLC is the managing member of Level Field Capital, LLC. Level Field Management, LLC is the managing member of Level Field Partners, LLC. Elias Farhat manages Level Field Management, LLC as one of its members. Mr. Farhat disclaims beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein. |
| /s/ Elias Farhat | 01/11/2021 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
