X0303 4 2011-02-09 0000773141 MDC HOLDINGS INC MDC 0001009874 MANDARICH DAVID D 4350 S. MONACO STREET SUITE 500 DENVER CO 80237 1 1 0 0 President, COO and Director Common Stock $.01 Par Value 2011-02-09 4 A 0 60000 0 A 3033260 D Common Stock $.01 Par Value 3295 I 401(k) Plan Shares of restricted stock granted February 9, 2011 for no cash consideration pursuant to the Amended Executive Officer Performance-Based Compensation Plan, the Company's 2001 Equity Incentive Plan and a Restricted Stock Agreement. The restrictions will lapse as to 33-1/3% of the shares on each of February 9, 2014, 2015 and 2016. Reporting Person no longer has a reportable beneficial interest in 943 shares of MDC common stock owned by his son and included in Reporting Person's prior ownership reports. Shares are held in Reporting Person's 401(k) Savings Plan account which changes on a daily basis. David D. Mandarich 2011-02-10