| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 01/07/2021 | 3. Issuer Name and Ticker or Trading Symbol Landsea Homes Corp [ LSEA ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) 01/11/2021 | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Warrants to Purchase Common Stock(1) | 02/06/2021 | 01/07/2026 | Common Stock | 2,200,000(2) | 11.5 | I | See footnote.(3)(4) |
| Explanation of Responses: |
| 1. This amendment is filed solely to report the warrants that were inadvertently omitted from the original Form 3 filed by Ming Tian on January 11, 2021. |
| 2. Immediately prior to the closing of the initial business combination of the Issuer on January 7, 2021 (the "Business Combination"), 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 Issuer, Landsea Homes Incorporated, a Delaware corporation, and Landsea Holdings Corporation, a Delaware corporation ("Landsea Holdings"), Level Field Capital, LLC ("Level Field") transferred to Landsea Holdings, 2,200,000 warrants issued to Level Field in a private placement on June 22, 2018. 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. |
| 3. These warrants are beneficially owned by Landsea Holdings, which is 100% indirectly owned by Landsea Green Properties Co. Ltd, of which Mr. Tian indirectly beneficially owns approximately 57.8% through his interest in Easycorps Group Limited ("Easycorps"), Greensheid Corporation ("Greensheid"), and Landsea International Holdings Limited ("Landsea International"). Easycorps is wholly-owned by Mr. Tian, and Greensheid is wholly-owned by Landsea International, which in turn is wholly-owned by Landsea Group Co., Ltd., of which Mr. Tian is the controlling shareholder. Mr. Tian may be deemed to have beneficial ownership of the securities held by Landsea Holdings. (continued to footnote 4) |
| 4. (continued from footnote 3) Mr. Tian disclaims beneficial ownership of the securities held by Landsea Holdings, except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not otherwise be deemed an admission that Mr. Tian is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| /s/ Franco Tenerelli, Attorney-in-fact for Ming Tian | 01/29/2021 | |
| ** 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 5 (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. | ||
