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Filing Details

Accession Number:: 0000950170-24-059992
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-05-15 06:15:07
Reporting Period:: 2024-05-14

Accepted Time:: 2024-05-15 06:15:07
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1721386	Landsea Homes Corp	LSEA	Operative Builders (1531)	822196021

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1839961	Ming Tian	C/O Landsea Holdings Corporation 530 Lytton Ave., 2Nd Floor Palo Alto CA 94301		No	No	No	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2024-05-14	4,100,000	$6.00	12,870,729	No	4	S	Indirect	By Landsea Holdings Corporation and spouse

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By Landsea Holdings Corporation and spouse

Footnotes

These shares were transferred on May 14, 2024 by Landsea Holdings Corporation ("Landsea Holdings") to Ever Fast Holdings Limited, a designee of 1103849 B.C. Ltd, a British Columbia Corporation, pursuant to the Payment Agreement Regarding Credit Agreement and Loan Documents dated May 10, 2024 (the "Payment Agreement"), entered into by Landsea Holdings as the borrower, and 1103849 B.C. Ltd, a British Columbia Corporation, as the lender (the "Lender"). Pursuant to the Payment Agreement, Landsea Holdings agreed to fulfill its outstanding obligations due on May 12, 2024 under the Credit Agreement dated May 12, 2022 (the "Credit Agreement') between Landsea Holdings and the Lender by transferring 4,100,000 shares at a price of $6,00 per share among 4,838,710 shares of Common Stock of Landsea Homes Corporation (the "Issuer") pledged to the Lender as collateral under the Credit Agreement.
(Continued from footnote 1) Landsea Holdings is 100% indirectly owned by Landsea Green Management Limited, of which Mr. Tian, the Reporting Person indirectly beneficially owns approximately 58.53%. The Reporting Person may be deemed to have beneficial ownership of the shares held by Landsea Holdings. The Reporting Person disclaims beneficial ownership of the shares 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 the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Consists of (A) 12,840,729 shares of the Issuer's Common Stock held of record by Landsea Holdings after (a) acquiring (i) 32,557,303 shares of Common Stock issued by the Issuer as merger consideration pursuant to that certain Agreement and Plan of Merger dated August 31, 2020 by and among the Issuer, Landsea Holdings, LFCA Merger Sub, Inc. and Landsea Homes Incorporation (as amended, the "Merger Agreement"), and (ii) 5,000,000 shares of Common Stock pursuant to the Sponsor Surrender Agreement defined in the Merger Agreement, (b) disposing of 179,038 shares of Common Stock pursuant to the Merger Agreement, as of January 7, 2021, (c) disposing of 4,838,710 shares pursuant to the Stock Purchase Agreement dated as of May 31, 2022, (d) disposing of 4,398,826 shares of Common Stock pursuant to the Share Repurchase Agreement dated as of June 1, 2022, (e) the automatic surrender and forfeiture on January 7, 2023 of 500,000 shares of Common Stock pursuant to the Sponsor Surrender Agreement,
(Continued from footnote 3) (f) the sale of 2,956,522 shares of Common Stock by Landsea Holdings pursuant to that certain underwriting agreement dated June 12, 2023 by the Issuer, Landsea Holdings as the selling stockholder and B. Riley Securities, Inc., as representative of the several underwriters named therein (the "2023 Underwriting Agreement") on June 15, 2023, (g) the sale of 443,478 shares of Common Stock by Landsea Holdings pursuant to the exercise in full of the underwriters' option to purchase additional shares under the 2023 Underwriting Agreement on June 21, 2023, (h) the sale of 2,800,000 shares of Common Stock by Landsea Holdings pursuant to that certain underwriting agreement dated March 5, 2024 by the Issuer, Landsea Holdings as the selling stockholder and B. Riley Securities, Inc. and BofA Securities, Inc. as representatives of the several underwriters named therein
(Continued from footnote 4) (the "2024 Underwriting Agreement") on March 8, 2024, and (i) the transfer of 4,100,000 shares of Common Stock pursuant to the Payment Agreement on May 14, 2024; plus (B) 30,000 shares of Common Stock acquired by the Reporting Person's spouse through participation as an investor in the secondary offering under the 2024 Underwriting Agreement at a price equal to the per share public offering price on March 8, 2024.
12,840,729 shares of the Issuer's Common Stock are beneficially owned by Landsea Holdings. As described in footnote 1 above, the Reporting Person may be deemed to have beneficial ownership of the shares held by Landsea Holdings Corporation. The Reporting Person disclaims beneficial ownership of the shares 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 the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
30,000 shares of the Issuer's Common Stock of the Issuer are owned directly by the spouse of the Reporting Person through participation as an investor in the secondary offering under the 2024 Underwriting Agreement. The Reporting Person may be deemed an indirect beneficial owner of these shares by reason of the marital relationship.