SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Landsea Homes Corporation (Name of Issuer) |
Common stock, par value $0.0001 (Title of Class of Securities) |
51509P103 (CUSIP Number) |
Mill Road Capital III, L.P. Attn: Thomas E. Lynch, 328 Pemberwick Road Greenwich, CT, 06831 203-987-3500 Peter M. Rosenblum, Esq. Foley Hoag LLP, 155 Seaport Blvd. Boston, MA, 02210 617-832-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/28/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.


The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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CUSIP No. | 51509P103 |
1 |
Name of reporting person
Mill Road Capital III, L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
CAYMAN ISLANDS
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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11 | Aggregate amount beneficially owned by each reporting person
2,446,467.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
6.7 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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CUSIP No. | 51509P103 |
1 |
Name of reporting person
Mill Road Capital III GP LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
CAYMAN ISLANDS
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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11 | Aggregate amount beneficially owned by each reporting person
2,446,467.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
6.7 % | ||||||||
14 | Type of Reporting Person (See Instructions)
HC, OO |
SCHEDULE 13D
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CUSIP No. | 51509P103 |
1 |
Name of reporting person
Thomas E. Lynch | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
UNITED STATES
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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11 | Aggregate amount beneficially owned by each reporting person
2,446,467.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
6.7 % | ||||||||
14 | Type of Reporting Person (See Instructions)
HC, IN |
SCHEDULE 13D
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Item 1. | Security and Issuer | |
(a) | Title of Class of Securities:
Common stock, par value $0.0001 | |
(b) | Name of Issuer:
Landsea Homes Corporation | |
(c) | Address of Issuer's Principal Executive Offices:
1717 McKinney Avenue, Suite 1000, Dallas,
TEXAS
, 75202. | |
Item 1 Comment:
This Amendment No. 1 to the joint statement on Schedule 13D with respect to the common stock, par value $0.0001 (the "Common Stock"), of Landsea Homes Corporation, a Delaware corporation (the "Issuer"), filed by Thomas E. Lynch, Mill Road Capital III GP LLC, a Cayman Islands limited liability company, and Mill Road Capital III, L.P., a Cayman Islands exempted limited partnership (collectively, the "Reporting Persons") on December 26, 2024 (such joint statement, as amended herein, the "Schedule 13D"), amends the Schedule 13D as follows: | ||
Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D shall hereby be amended and restated in its entirety as follows:
The Reporting Persons have acquired beneficial ownership of an aggregate of 2,446,467 shares of Common Stock for $24,526,125.16 using working capital from the Fund and the proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Fund with a broker on customary terms and conditions. The purchase price of shares acquired pursuant to the assignment of standard American-style, exchange-traded put options ("Put Options") is not reduced by the premium received by the Reporting Persons upon sale of the Put Options. | ||
Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D shall hereby be amended by inserting the following new paragraphs after the second paragraph:
On March 3, 2025, the Fund sent the letter attached hereto as Exhibit 3, which is incorporated herein by reference, to the Issuer setting forth its intention to nominate three directors for election at the Issuer's 2025 Annual Meeting of Stockholders (the "Annual Meeting") and serving as a notice of nomination in accordance with the Issuer's bylaws and Rule 14a-19(a)(1) under the Securities Exchange Act of 1934, as amended. The Fund requested in the letter that the Issuer name Thomas E. Lynch, Deven H. Petito and Donald J. Tringali in its proxy statement as nominees for election to the Issuer's board of directors at the Annual Meeting.
The Fund entered into a Nomination Agreement with Mr. Tringali on March 3, 2025, a copy of which is attached hereto as Exhibit 4 and incorporated herein by reference, pursuant to which, among other things, Mr. Tringali agreed to be named as a nominee in any proxy materials prepared by the Issuer or the Fund in relation to the Annual Meeting, to serve as a director of the Issuer if elected and, in such capacity, to act in the best interests of the shareholders of the Issuer and to exercise independent judgment in accordance with his fiduciary duties.
On March 3, 2025, the Fund also sent the letter attached hereto as Exhibit 5, which is incorporated herein by reference, to the Chairman of the Board of Directors of the Issuer.
The Fund may also wish to exercise its right to inspect certain books and records of the Issuer pursuant to Section 220 of the Delaware General Corporation Law in order to identify and communicate with other stockholders in connection with any solicitation of proxies in support of the nominees and to obtain additional information about the Issuer, and the Fund may demand that the Issuer make such books and records available. | ||
Item 5. | Interest in Securities of the Issuer | |
(a) | Paragraph (a) of Item 5 of the Schedule 13D shall hereby be amended and restated in full as follows:
The percentages of beneficial ownership reported in this Item 5, and on each Reporting Person's cover page to this Schedule 13D, are based on a total of 36,330,297 shares of Common Stock issued and outstanding as of February 21, 2025, as reported in the Issuer's annual report on Form 10-K for the fiscal year ended December 31, 2024. All of the share numbers reported herein are as of the close of trading on March 4, 2025, unless otherwise indicated. Each Reporting Person's cover page to this Schedule 13D for is incorporated by reference into this Item 5(a, b).
The Fund directly holds, and thus has sole voting and dispositive power over, 2,446,467 shares of Common Stock, of which 100 shares are held of record. The GP, as sole general partner of the Fund, also has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the Fund, and Mr. Lynch has shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares in his capacity as Chairman and Management Committee Director of the GP. Accordingly, each of the Reporting Persons beneficially owns 2,446,467 shares of Common Stock, or approximately 6.7% of the outstanding shares of Common Stock, and the Reporting Persons beneficially own, in the aggregate, 2,446,467 shares of Common Stock, or approximately 6.7% of the outstanding shares of Common Stock. | |
(c) | Paragraph (c) of Item 5 of the Schedule 13D shall hereby be amended and restated in full as follows:
Except as otherwise described in this Schedule 13D, no Reporting Person, other than the Fund as set forth in the table below, effected any transaction in the Common Stock from January 3, 2025 (the date 60 days prior to the filing of this Schedule 13D) to March 4, 2025 (the "Reporting Period"):
Date of Purchase Shares Purchase (#) Purchase Price per Share ($)
01/03/2025* 15,000 $12.5000
01/06/2025* 5,900 $12.5000
2/14/2025 13,020 $8.2534
2/14/2025 275,000 $8.3518
2/14/2025 500 $8.2570
2/18/2025 5,403 $8.3506
2/21/2025 28,255 $8.2184
2/28/2025 101,599 $6.8769
03/03/2025 107,779 $6.7944
03/04/2025 75,730 $6.8140
*Effected pursuant to the assignment of Put Options.
Except as otherwise described in this Schedule 13D, the above-listed transactions were conducted in the ordinary course of business on the open market for cash, and the purchase prices do not reflect brokerage commissions paid. | |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The first paragraph of Item 6 of the Schedule 13D shall hereby be amended and restated in full as follows:
The table below lists the standard American-style, exchange-traded call options ("Call Options") purchased and sold by the Fund during the Reporting Period. Each of the below listed transactions was conducted in the ordinary course of business on the open market for cash, and the purchase and sale prices do not reflect brokerage commissions paid.
Value per Underlying Share at which Shares Underlying Call Options Call Options' Strike
Date of Purchase/Sale Call Options were Purchased/Sold ($) Purchased/(Sold) (100s) Price per Share ($) Call Options' Expiration Date
$0.3144 01/31/2025 1640 $10.00 05/16/2025
$0.2459 02/14/2025 (666) $10.00 05/16/2025
$0.2518 02/18/2025 (974) $10.00 05/16/2025
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Item 7. | Material to be Filed as Exhibits. | |
Exhibit 3 Letter from Mill Road Capital III, L.P. to Landsea Homes Corporation dated March 3, 2025.
Exhibit 4 Nomination Agreement between Mill Road Capital III, L.P. and Donald J. Tringali dated March 3, 2025.
Exhibit 5 Letter from Mill Road Capital III, L.P. to the Chairman of the Board of Directors of Landsea Homes Corporation dated March 3, 2025. |
SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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