SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MIZEL LARRY A

(Last)

(First)

(Middle)

4350 S. MONACO STREET

SUITE 500

(Street)

DENVER

80237

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MDC HOLDINGS INC [ MDC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman of the Board and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock $.01 Par Value								5,251,202	D
Common Stock $.01 Par Value	08/31/2005		P⁽¹⁾		12,565	A	$76.38⁽¹⁾	12,565	I	Indirect Beneficial Ownership⁽¹⁾
Common Stock $.01 Par Value								515,009	I	Indirect Beneficial Ownership⁽²⁾
Common Stock $.01 Par Value								2,845	I	401(k) Plan⁽³⁾
Common Stock $.01 Par Value								1,357,064	I	Shares Owned by Reporting Person's Spouse⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Ari Capital Partners, LLLP acquired 12,565 shares of M.D.C. Holdings, Inc. common stock in connection with its redemption of its interest in an exchange fund. The shares were valued at $76.38 per share for the purpose of determining the number of shares distributable to it in connection with its redemption. Reporting Person is the sole limited partner in Ari Capital Partners, LLLP and the beneficiary of various trusts which own 50.6885% of the common stock of CVentures, Inc., the general partner of Ari Capital Partners, LLLP. Also, Reporting Person is a director and president of CVentures, Inc. and may be deemed to control the other 49.3115% of the common stock of CVentures, Inc. Deemed profits resulting from the application of Section 16(b) of the Securities Exchange Act of 1934 have been recovered by M.D.C. Holdings, Inc.

2. Reporting Person may be deemed to be an indirect beneficial owner of these shares because his spouse owns all of the voting units in CLCD LLC, a limited liability company that owns these shares. In addition, he is the benefiticary of various trusts which own 50.6885% of the common stock of CVentures, Inc., a corporation which is the sole manager of CLCD LLC. Also, Reporting Person is a director and president of CVentures, Inc. and may be deemed to control the other 49.3115% of the common stock of CVentures, Inc.

3. Shares are held in Reporting Person's 401(k) Savings Plan account which changes on a monthly basis.

4. Shares are owned by the Reporting Person's spouse.

	Paris G. Reece III, Attorney-in-Fact	09/09/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.