0001731122-21-000031.txt : 20210111
0001731122-21-000031.hdr.sgml : 20210111
20210111210155
ACCESSION NUMBER: 0001731122-21-000031
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210107
FILED AS OF DATE: 20210111
DATE AS OF CHANGE: 20210111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Farhat Elias
CENTRAL INDEX KEY: 0001744195
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38545
FILM NUMBER: 21522191
MAIL ADDRESS:
STREET 1: C/O LF CAPITAL ACQUISITION CORP
STREET 2: 600 MADISON AVE
CITY: NEW YORK
STATE: NY
ZIP: 10022
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Landsea Homes Corp
CENTRAL INDEX KEY: 0001721386
STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 660 NEWPORT CENTER DRIVE
STREET 2: SUITE 300
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92660
BUSINESS PHONE: (949) 345-8080
MAIL ADDRESS:
STREET 1: 660 NEWPORT CENTER DRIVE
STREET 2: SUITE 300
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92660
FORMER COMPANY:
FORMER CONFORMED NAME: LF Capital Acquisition Corp.
DATE OF NAME CHANGE: 20171101
4
1
ownership.xml
FORM 4
X0306
4
2021-01-07
0
0001721386
Landsea Homes Corp
LSEA
0001744195
Farhat Elias
C/O LEVEL FIELD CAPITAL, LLC
600 MADISON AVE, SUITE 1802
NEW YORK
NY
10022
1
0
1
0
Common stock
2021-01-07
4
D
0
500000
A
3078250
I
See footnote
Common stock
2021-01-07
4
J
0
600000
A
2478250
I
See footnote
Common stock
2021-01-07
4
J
0
250415
A
2227835
I
See footnote
Common stock
2021-01-07
4
C
0
2227835
A
2227835
I
See footnote
Warrants to Purchase Common Stock
11.50
2021-01-07
4
D
0
2220000
0
A
2021-02-06
2026-01-07
Common Stock
2220000
5039600
I
See footnote
Warrants to Purchase Common Stock
11.50
2021-01-07
4
J
0
2260000
0
A
2021-02-06
2026-01-07
Common Stock
2260000
2779600
I
See footnote
Immediately prior to the closing of the Business Combination (as defined below), Level Field Capital, LLC transferred to the Seller, for no consideration, 500,000 shares of Class B Common Stock.
Immediately prior to the closing of the Business Combination (as defined below), Level Field Capital, LLC automatically and irrevocably surrendered and forfeited, for no consideration, 600,000 shares of Class B Common Stock.
Immediately prior to the closing of the Business Combination (as defined below), Level Field Capital, LLC automatically and irrevocably surrendered and forfeited, for no consideration, 250,415 shares of Class B Common Stock pursuant to the Forward Purchase and Subscription Agreements entered into between the Issuer and certain investors.
On January 7, 2021, pursuant to that certain Agreement and Plan of Merger, dated as of August 31 2020, by and among the Issuer, LFCA Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company, Landsea Homes Incorporated, a Delaware corporation, and Landsea Holdings Corporation, a Delaware corporation (the "Seller"), the Issuer completed its initial business combination (the "Business Combination"). As a result of the Business Combination, the Issuer changed its name to Landsea Holdings Corporation. Upon completion of the Business Combination, the shares of Class B common stock held by Level Field Capital, LLC were automatically converted into shares of the Issuer's common stock.
These warrants were issued to Level Field Capital, LLC in a private placement in connection with the initial public offering of the Issuer on June 22, 2018 (the "Private Placement Warrants"). Level Field Capital, LLC acquired beneficial ownership of the warrants in connection with the consummation of the Business Combination on January 7, 2020. Each warrant becomes exercisable 30 days after the completion of the business combination and expires five years after the completion of the business combination or earlier upon redemption or liquidation. Each warrant is exercisable for one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment.
Immediately prior to the closing of the Business Combination, Level Field Capital, LLC transferred to the Seller, for no consideration, 2,220,000 Private Placement Warrants.
Immediately prior to the closing of the Business Combination, Level Field Capital, LLC automatically and irrevocably surrendered and forfeited, for no consideration, 2,260,000 Private Placement Warrants.
Level Field Capital, LLC is the record holder of the securities reported herein. Level Field Partners, LLC is the managing member of Level Field Capital, LLC. Level Field Management, LLC is the managing member of Level Field Partners, LLC. Elias Farhat manages Level Field Management, LLC as one of its members. Mr. Farhat disclaims beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein.
/s/ Elias Farhat
2021-01-11