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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Tian Ming C/O LANDSEA HOMES CORPORATION. 660 NEWPORT CENTER DRIVE, SUITE 300 NEWPORT BEACH, CA 92660 |
X | X | ||
| /s/ Franco Tenerelli, Attorney-in-fact for Ming Tian | 01/11/2021 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Disposed of in settlement of 345.63 shares of phantom stock issued under the Landsea Homes Incorporated Phantom Stock Plan in connection with the completion of the merger (the "Merger"), on January 7, 2021 (the "Effective Date"), of the Issuer, LFCA Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Issuer, Landsea Homes Incorporated, a Delaware corporation, and Landsea Holdings Corporation, a Delaware corporation, pursuant to the Agreement and Plan of Merger, dated as of August 31, 2020 (the "Merger Agreement"). On the Effective Date, Landsea Holdings Corporation ("Landsea Holdings") disposed of 179,038 shares of the Issuer's common stock, par value $0.0001 per share, in addition to a cash settlement in the amount of $1,753,737.24 for the remainder thereof, in accordance with the Merger Agreement. |
| (2) | These shares are beneficially owned by Landsea Holdings, which is 100% indirectly owned by Landsea Green Properties Co. Ltd, of which Ming Tian indirectly beneficially owns approximately 57.8% through his interest in Easycorps Group Limited ("Easycorps"), Greenshield Corporation ("Greenshield"), and Landsea International Holdings Limited ("Landsea International"). Easycorps is wholly-owned by Mr. Tian, and Greenshield is wholly-owned by Landsea International, which in turn is wholly-owned by Landsea Group Co., Ltd., of which Mr. Tian is the controlling shareholder. (continue to footnote 3) |
| (3) | (continue from footnote 2) Mr. Tian may be deemed to have beneficial ownership of the shares held by Landsea Holdings. Mr. Tian 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 Mr. Tian is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |