M.D.C. (MDC) Form 4 M.D.C. / Robert Nathaniel Martin ownership change

SEC Form 4

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^*

Martin Robert Nathaniel

(Last) (First) (Middle)

4350 S. MONACO ST.

SUITE 500

(Street)

DENVER CO 80237

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
M.D.C. HOLDINGS, INC. [ MDC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 Par Value	02/03/2022		F		1,360(1)	D	$46.69(5)	141,822	D
Common Stock $.01 Par Value	02/03/2022		A		42,835(2)	A	$0	184,657	D
Common Stock $.01 Par Value	02/03/2022		A		64,800(3)	A	$0	249,457	D
Common Stock $.01 Par Value	02/03/2022		F		28,448(4)	D	$46.69(5)	221,009	D
Common Stock $.01 Par Value	02/04/2022		F		1,402(1)	D	$43.68(6)	219,607	D
Common Stock $.01 Par Value								482	I	By 401(k)(7)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

Explanation of Responses:

1. Restricted stock vesting -- share withholding pursuant to irrevocable election made outside of blackout periods.

2. Shares of restricted stock granted on February 3, 2022 for no cash consideration pursuant to the Company's 2021 Equity Incentive Plan and a Restricted Stock Agreement. The restrictions will lapse as to 33-1/3% of the shares over three years starting with the first anniversary of the grant date.

3. Vesting of Performance Share Unit (PSU) award originally granted on August 5, 2019.

4. PSU vesting - share withholding pursuant to irrevocable election made outside blackout periods.

5. Closing Price on February 3, 2022.

6. Closing price on February 4, 2022.

7. Unitized shares held in a stock fund in the Reporting Person's 401(k) Savings Plan which changes on a daily basis.

	Robert N. Martin	02/04/2022
	** 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.