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