UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
(Amendment No. 17)
M.D.C. Holdings, Inc.
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(Name of Issuer)
Common Stock, $.01 Par Value Per Share
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(Title of Class of Securities)
552676 10 8
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(CUSIP Number)
Check the following box if a fee is being paid with this statement . (A fee
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is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in 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).
Page 1 of 5
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CUSIP No. 552676 10 8 Page 2 of 5
ROW 1. NAME OF REPORTING PERSON
S.S. OF I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Larry A. Mizel
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ROW 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Not Applicable (a)
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(b)
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ROW 3. SEC USE ONLY
ROW 4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
ROWS 5 THROUGH 8 - NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
ROW 5. SOLE VOTING POWER -- 4,117,481 shares
ROW 6. SHARED VOTING POWER -- 411,929 shares
ROW 7. SOLE DISPOSITIVE POWER -- 4,117,481 shares
ROW 8. SHARED DISPOSITIVE POWER -- 605,961 shares
ROW 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,529,410 shares
ROW 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES
X - Excludes 194,032 shares for which reporting person
disclaims beneficial ownership. See Item 4(c)(iv).
ROW 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.3%
ROW 12. TYPE OF REPORTING PERSON
IN
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CUSIP No. 552676 10 8 Page 3 of 5
Item 1(a) Name of Issuer: M.D.C. Holdings, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
3600 South Yosemite Street, Suite 900
Denver, Colorado 80237
Item 2(a) Name of Person Filing: Larry A. Mizel
Item 2(b) Address of Principal Business Office, or, if none, Residence:
3600 South Yosemite Street, Suite 900
Denver, Colorado 80237
Item 2(c) Citizenship: United States of America
Item 2(d) Title of Class of Securities: common stock, $.01 par value
per share
Item 2(e) CUSIP Number: 552676 10 8
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Item 3 Not Applicable.
Item 4(a) Amount Beneficially Owned: 4,529,410 shares
Item 4(b) Percent of Class: 20.3%
Item 4(c) Number of Shares as to Which Such Person Has:
(i) Sole power to vote or direct the vote - 4,117,481 shares which
includes 3,775,815 shares owned directly, and 341,666 shares issuable
upon the exercise of stock options (exercisable within 60 days of
December 31, 1998) granted to the reporting person under the Issuer's
stock option plans.
(ii) Shared power to vote or direct the vote - 411,929 shares, which
includes 1,115 shares held of record by the reporting person's spouse
as custodian for their children, 5,500 shares owned by the reporting
person's spouse, and 405,314 shares which the reporting person may be
deemed to beneficially own because the voting of these shares is
controlled by CVentures, Inc., a corporation whose outstanding stock is
owned by certain trusts of which the reporting person is a beneficiary.
The reporting person also is a director and president of CVentures,
Inc.
(iii) Sole power to dispose or direct the disposition of - 4,117,481
shares, which includes 3,775,815 shares owned directly by the reporting
person and 341,666 shares issuable upon the exercise of stock options
(exercisable within 60 days of December 31, 1998) granted to the
reporting person under the Issuer's stock option plans.
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CUSIP No. 552676 10 8 Page 4 of 5
(iv) Shared power to dispose or direct the disposition of - 605,961
shares, which includes the 411,929 shares described in response to Item
4(c)(ii) above and 194,032 shares owned by certain trusts which reserve
to the reporting person a limited power of appointment allowing him to
direct the trustee to gift all or any portion of the shares to any
person other than the reporting person or a creditor. The reporting
person disclaims beneficial ownership of the 194,032 shares.
Item 5 Ownership of 5% or Less of a Class: Not Applicable.
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Item 6 Ownership of More than 5% on Behalf of Another Person:
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Not Applicable.
Item 7 Identification and Classification of the Subsidiary Which
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Acquired the Securities Being Reported by the Parent Holding
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Company: Not Applicable.
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Item 8 Identification and Classification of Members of the Group:
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Not Applicable.
Item 9 Notice of Dissolution of Group: Not Applicable.
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Item 10 Certification: Not Applicable.
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CUSIP No. 552676 10 8 Page 5 of 5
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.
Dated: February 11, 1999 /s/ Larry A. Mizel
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Reporting Ownership Larry A. Mizel
As of December 31, 1998
