UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
_______________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 10, 2021
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LANDSEA HOMES CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-38545 | | 82-2196021 |
(State or other jurisdiction of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| | | | | | | |
660 Newport Center Drive, Suite 300 Newport Beach, California | | | | 92660 |
| (Address of principal executive offices) | | | | (Zip Code) |
| | | | | | | |
Registrant’s telephone number, including area code: (949) 345-8080
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered |
| Common Stock, par value $0.0001 per share | | LSEA | | The Nasdaq Capital Market |
| Warrants, each exercisable for one tenth (1/10th) share of Common Stock at an exercise price of $1.15 per one tenth (1/10th) share | | LSEAW | | The Nasdaq Capital Market |
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter) |
| | Emerging growth company | ☒ |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | |
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(f) Determination of 2020 Bonuses
On February 10, 2021, the Board of Directors of Landsea Homes Corporation (the “Company”) approved the 2020 bonus awards for John Ho and Michael Forsum, two of the Company’s named executive officers. The named executive officers’ other compensation for 2020 was previously reported by the Company in the Summary Compensation Table included in the Company’s Registration Statement on Form S-1 (File No. 333-252569), initially filed with the Securities and Exchange Commission on January 29, 2021 (the “Registration Statement”). As of the date of the most recent amendment to the Registration Statement, bonuses for fiscal year 2020 could not be determined and, therefore, were omitted from the Summary Compensation Table in the Registration Statement. In accordance with Item 5.02(f), the total bonuses for 2020, which are considered non-equity incentive plan compensation, were $500,000 for Mr. Ho and $750,000 for Mr. Forsum, resulting in total compensation for 2020 of $1,421,833 for Mr. Ho and $1,618,375 for Mr. Forsum.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | | | | | LANDSEA HOMES CORPORATION |
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| Date: February 17, 2021 | | | | | | By: | | /s/ Franco Tenerelli |
| | | | | | | | | Name: Franco Tenerelli |
| | | | | | | | | Title: EVP, Chief Legal Officer and Secretary |
