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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Millrose Properties, Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
601137102 (CUSIP Number) |
Mark Sustana 5505 Waterford District Drive, Miami, FL, 33126 (305) 559-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/07/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
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| CUSIP No. | 601137102 |
| 1 |
Name of reporting person
Lennar Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
33,200,053.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
21.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock |
| (b) | Name of Issuer:
Millrose Properties, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
600 Brickell Avenue, Suite 1400, Miami,
FLORIDA
, 33131. |
| Item 2. | Identity and Background |
| (a) | Lennar Corporation ("Lennar"), a Delaware corporation |
| (b) | 5505 Waterford District Drive, Miami, Florida 33126 |
| (c) | The principal business of Lennar is homebuilding. |
| (d) | During the last five years, Lennar has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, Lennar has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Lennar is a corporation organized under the laws of the State of Delaware. |
| Item 3. | Source and Amount of Funds or Other Consideration |
On February 7, 2025, Lennar completed the previously announced taxable spin-off (the "Spin-Off") of the Issuer through the distribution of approximately 80% of the outstanding shares of the Issuer's Class A and Class B Common Stock to holders of Lennar Class A and/or Class B common stock (the "Distribution"), as described in the Issuer's Registration Statement on Form S-11, as amended, and the accompanying prospectus, filed by the Issuer on January 17, 2025. Following the Distribution, Lennar will temporarily retain and not vote approximately 33,200,053 shares of Class A common stock of the Issuer (representing approximately 20% of the total outstanding shares of the Issuer's Class A and Class B common stock) (the "Retained Shares"), which Lennar expects to dispose of through a subsequent spin-off, split-off, public offering, private sale or any combination of these potential transactions. | |
| Item 4. | Purpose of Transaction |
The response set forth in Item 3 is incorporated by reference into this Item 4. At the time of this filing, there are no other plans or proposals in connection with the securities acquired. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The responses set forth in rows 11 through 13 are incorporated by reference into this Item 5. The percentage presented in Row 13 above is calculated based on 154,180,454 outstanding shares of Class A common stock of the Issuer as of February 7, 2025, as reported in the Issuer's Current Report on Form 8-K filed on February 7, 2025. |
| (b) | The responses set forth in rows 7 through 10 on the cover page to this Schedule 13D are incorporated by reference into this Item 5. |
| (c) | On February 7, 2025, Lennar completed the Distribution as described in Item 3. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
In connection with the Spin-Off, Lennar and Millrose entered into the Distribution Agreement dated January 16, 2024 pursuant to which Lennar agreed not to exercise any voting rights with respect to the Retained Shares in connection with any matter that may be voted upon by the stockholders of Millrose for as long as Lennar retains ownership of the Retained Shares. In connection with the future disposition of the Retained Shares, Lennar and Millrose also entered into a Registration Rights Agreement, pursuant to which Millrose agreed that, upon the exercise of Lennar's demand registration rights, subject to certain limitations, Millrose will use its reasonable best efforts to effect the registration of the Retained Shares. | |
| Item 7. | Material to be Filed as Exhibits. |
EX-99.1 -- Form of Distribution Agreement between Lennar and Millrose (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-11 filed with the Securities and Exchange Commission by the Issuer on December 18, 2024, as subsequently amended) (https://www.sec.gov/Archives/edgar/data/2017206/000119312524280883/d811267dex21.htm)
EX-99.2 -- Registration Rights Agreement between Lennar and Millrose (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission by the Issuer on February 7, 2025) (https://www.sec.gov/Archives/edgar/data/2017206/000119312525022336/d760441dex103.htm) |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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