0000950170-24-028679.txt : 20240308 0000950170-24-028679.hdr.sgml : 20240308 20240308163630 ACCESSION NUMBER: 0000950170-24-028679 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240308 FILED AS OF DATE: 20240308 DATE AS OF CHANGE: 20240308 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tian Ming CENTRAL INDEX KEY: 0001839961 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38545 FILM NUMBER: 24735027 MAIL ADDRESS: STREET 1: 660 NEWPORT CENTER DRIVE, SUITE 300 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Landsea Homes Corp CENTRAL INDEX KEY: 0001721386 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 822196021 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1717 MCKINNEY AVENUE STREET 2: SUITE 1000 CITY: DALLAS STATE: TX ZIP: 75202 BUSINESS PHONE: (949) 345-8080 MAIL ADDRESS: STREET 1: 1717 MCKINNEY AVENUE STREET 2: SUITE 1000 CITY: DALLAS STATE: TX ZIP: 75202 FORMER COMPANY: FORMER CONFORMED NAME: LF Capital Acquisition Corp. DATE OF NAME CHANGE: 20171101 4 1 ownership.xml 4 X0508 4 2024-03-08 0001721386 Landsea Homes Corp LSEA 0001839961 Tian Ming C/O LANDSEA HOLDINGS CORPORATION 530 LYTTON AVE., 2ND FLOOR PALO ALTO CA 94301 true false true false false Common Stock 2024-03-08 4 S false 2800000 11.60 D 16940729 I By Landsea Holdings Corporation Common Stock 2024-03-08 4 P false 30000 11.60 A 30000 I By spouse These shares were sold by Landsea Holdings Corporation ("Landsea Holdings") under the underwriting agreement dated March 5, 2024, entered into by Landsea Homes Corporation (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, pursuant to which Landsea Holdings agreed to sell to the underwriters an aggregate of 2,800,000 shares of Common Stock of the Issuer (including an option to purchase up to 365,217 shares, which the underwriters exercised in full) held by Landsea Holdings at a price per share of $11.60, before underwriting discounts and commissions (the "Secondary Offering"). The Secondary Offering closed on March 8, 2024. Landsea Holdings is 100% indirectly owned by Landsea Green Management Limited, of which Mr. Tian, the Reporting Person indirectly beneficially owns approximately 58.53%. (Continued from footnote 1) 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 16,940,729 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 2,434,783 shares of Common Stock by Landsea Holdings in connection with the Secondary Offering closed on March 8, 2024, and (i) the sale of 365,217 shares of Common Stock on March 8, 2024 by Landsea Holdings pursuant to the exercise in full of the option to purchase additional shares by the underwriters in connection with the Secondary Offering. These shares 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. The spouse of the Reporting Person purchased 30,000 shares of Common Stock of the Issuer through participation as an investor in the Secondary Offering, at a price equal to the per share public offering price of $11.60 per share. The purchase closed on March 8, 2024. These shares are owned directly by the spouse of the Reporting Person. The Reporting Person may be deemed an indirect beneficial owner of these shares by reason of the marital relationship. /s/ Ming Tian 2024-03-08