Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No 6)*
Century Communities, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
156504300
(CUSIP Number)
Dale Francescon
8390 East Crescent Parkway, Suite 650
Greenwood Village, CO 80111
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
*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).
SCHEDULE 13G
CUSIP No. 156504300
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1
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NAMES OF REPORTING PERSONS
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Dale Francescon
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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625,580(1)
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6
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SHARED VOTING POWER
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1,299,762(2)
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7
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SOLE DISPOSITIVE POWER
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625,580(1)
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8
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SHARED DISPOSITIVE POWER
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1,299,762(2)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,925,342(1)(2)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.7%(3)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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Consists of 120,580 shares of Common Stock held directly by Dale Francescon and 250,000 shares of Common Stock held by the Dale Francescon Roth IRA. Also includes 60,000 shares of Common Stock held by the DCF Family Foundation and
195,000 shares of Common Stock held by the James R. Francescon 2020 Trust. Dale Francescon shares voting and dispositive power over the shares held by the DCF Family Foundation. Dale Francescon, the sole trustee of the James R. Francescon
2020 Trust, has sole voting and dispositive power over the shares held by the James R. Francescon 2020 Trust. Does not include up to 130,760 shares of Common Stock issuable on February 9, 2022 upon the vesting of a performance share unit
award based on the accomplishment of an adjusted pre-tax income goal for a three-year performance period from January 1, 2019 to December 31, 2021.
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| (2) |
These shares are held by DF Century, LLC. Dale Francescon, the sole member of DF Century, LLC, has sole voting and dispositive power over the shares held by DF Century, LLC.
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| (3) |
This percentage is based on 33,760,940 shares of Common Stock of the Issuer outstanding as of October 22, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, as filed with
the Securities and Exchange Commission on October 28, 2021.
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SCHEDULE 13G
CUSIP No. 156504300
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1
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NAMES OF REPORTING PERSONS
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DF Century, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Colorado
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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1,299,762(1)
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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1,299,762(1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,299,762(1)
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10
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CHECK IF THE AGGR
EGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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3.8%(2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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| (1) |
These shares are held by DF Century, LLC. Dale Francescon, the sole member of DF Century, LLC, has sole voting and dispositive power over the shares held by DF Century, LLC.
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| (2) |
This percentage is based on 33,760,940 shares of Common Stock of the Issuer outstanding as of October 22, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, as filed with
the Securities and Exchange Commission on October 28, 2021.
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SCHEDULE 13G
Item 1.
| (a) |
Name of Issuer:
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Century Communities, Inc.
| (b) |
Address of Issuer’s principal executive offices:
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8390 East Crescent Parkway, Suite 650
Greenwood Village, Colorado 80111
Item 2.
| (a) |
Name of persons filing:
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Dale Francescon
DF Century, LLC
| (b) |
Address or principal business office or, if none, residence:
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The principal address for each of Dale Francescon and DF Century, LLC is:
8390 East Crescent Parkway, Suite 650
Greenwood Village, Colorado 80111
| (c) |
Citizenship:
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Dale Francescon is a citizen of the United States of America. DF Century, LLC is a limited liability company formed under the laws of the State of Colorado.
| (d) |
Title of class of securities:
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Common Stock, par value $0.01 per share
| (e) |
CUSIP No.:
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15604300
| Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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| (a) |
☐
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
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| (b) |
☐
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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| (c) |
☐
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Insurance company, as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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☐
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An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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☐
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A parent holding company or control person, in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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☐
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A savings association, as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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☐
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A church plan, that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
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(j)
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☐
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A non-US institution in accordance with §240.13d-1(b)(1)(ii)(J).
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(k)
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☐
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Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
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| Item 4. |
Ownership.
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Dale Francescon: The information required by Items 4(a)-(c) is set forth in Rows 5-11 of Dale Francescon’s cover page and is incorporated herein by reference.
DF Century, LLC: The information required by Items 4(a)-(c) is set forth in Rows 5-11 of DF Century, LLC’s cover page and is incorporated herein by reference.
| Item 5. |
Ownership of 5 Percent or Less of a Class. If this statement is
being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.
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This Amendment No. 6 on Schedule 13G is being filed to report that DF Century, LLC has ceased to be a beneficial owner of more than five percent of the Common Stock of Century Communities, Inc. Dale Francescon remains
a beneficial owner of over five percent of the Common Stock of Century Communities, Inc.
| Item 6. |
Ownership of More than 5 Percent on Behalf of Another Person.
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Not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not applicable.
| Item 8. |
Identification and Classification of Members of the Group.
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Not applicable.
| Item 9. |
Notice of Dissolution of Group.
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Not applicable.
| Item 10. |
Certifications.
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Not applicable.
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2022
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/s/ Dale Francescon
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Dale Francescon
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DF Century, LLC
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By:
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/s/ Dale Francescon
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Name: Dale Francescon
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Title: Sole Member
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EXHIBIT I
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required on this Amendment No. 6 on Schedule 13G need be filed with respect to ownership by
each of the undersigned of the Common Stock of Century Communities, Inc.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
Dated: February 11, 2022
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/s/ Dale Francescon
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Dale Francescon
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DF Century, LLC
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By:
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/s/ Dale Francescon
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Name: Dale Francescon
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Title: Sole Member
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