Sec Form 13D Filing - LANDSEA HOLDINGS CORP filing for Landsea Homes Corp (LSEA) - 2024-09-25

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 disclosures provided in a prior cover page.

 Name of Reporting Persons

 Landsea Holdings Corporation

 Check the Appropriate Box if a Member of a Group

 (a) ☐  (b) ☐

 SEC Use Only

 Source of Funds

 OO (see Item 3)

 Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Item 2(d) or 2(e)

 ☐

 Citizenship or Place of Organization

 Delaware

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With

 Sole Voting Power

 - 0 -

 Shared Voting Power

 9,035,151 (1) (see Items 4 and 5)

 Sole Dispositive Power

 - 0 -

 Shared Dispositive Power

 9,035,151 (1)(A) (see Items 4 and 5)

 Aggregate Amount Beneficially Owned by Each Person

 9,035,151 shares of Common Stock (1) (see Items 4 and 5)

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 ☐

 Percent of Class Represented by Amount in Row (11)

 24.90% (2)

 Type of Reporting Person

 CO; HC

 Name of Reporting Persons

 Landsea Green Management Limited (F/K/A Landsea Green Properties Co. Ltd.)

 Check the Appropriate Box if a Member of a Group

 (a) ☐  (b) ☐

 SEC Use Only

 Source of Funds

 OO (see Item 3)

 Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Item 2(d) or 2(e)

 ☐

 Citizenship or Place of Organization

 Bermuda

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With

 Sole Voting Power

 - 0 -

 Shared Voting Power

 9,035,151 (1) (see Items 4 and 5)

 Sole Dispositive Power

 - 0 -

 Shared Dispositive Power

 9,035,151 (1)(A) (see Items 4 and 5)

 Aggregate Amount Beneficially Owned by Each Person

 9,035,151 shares of Common Stock (1) (see Items 4 and 5)

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 ☐

 Percent of Class Represented by Amount in Row (11)

 24.90% (2)

 Type of Reporting Person

 CO; HC

Consists of 9,035,151 shares of the Issuer’s Common Stock held of record by Landsea Holdings after (a) acquiring (i) 32,557,303 shares of Common Stock issued by the Issuer as merger consideration pursuant to that certain Agreement and Plan of Merger dated August 31, 2020 by and among the Issuer, Landsea Holdings, LFCA Merger Sub, Inc. and Landsea Homes Incorporation (as amended, the “Merger Agreement”) and (ii) 5,000,000 shares of Common Stock pursuant to the Sponsor Surrender Agreement defined in the Merger Agreement, (b) disposing of 179,038 shares of Common Stock pursuant to the Merger Agreement, (c) disposing of 4,838,710 shares of Common Stock pursuant to the Stock Purchase Agreement dated as of May 31, 2022, (d) disposing of 4,398,826 shares of Common Stock pursuant to the Share Repurchase Agreement dated as of June 1, 2022, (e) the automatic surrender and forfeiture on January 7, 2023 of 500,000 shares of Common Stock pursuant to the Sponsor Surrender Agreement, (f) the sale of 2,956,522 shares of Common Stock by Landsea Holdings pursuant to that certain underwriting agreement dated June 12, 2023 by the Issuer, Landsea Holdings as the selling stockholder and B. Riley Securities, Inc., as representative of the several underwriters named therein (the “2023 Underwriting Agreement”) on June 15, 2023, (g) the sale of 443,478 shares of Common Stock by Landsea Holdings pursuant to the exercise in full of the underwriters’ option to purchase additional shares under the 2023 Underwriting Agreement, (h) the sale of 2,8,000 shares of Common Stock by Landsea Holdings pursuant to that certain underwriting agreement dated March 5, 2024 by the Issuer, Landsea Holdings as the selling stockholder and B. Riley Securities, Inc. and BofA Securities, Inc. as representatives of the several underwriters named therein (the “2024 Underwriting Agreement”) on March 8, 2024, (i) the transfer of 4,100,000 shares of Common Stock by Landsea Holdings on May 14, 2024 pursuant to the Payment Agreement by Landsea Holdings as borrower and 1103849 B.C. LTD., as lender, (j) the transfer of 80,000 shares of Common Stock by Landsea Holdings to Qin Zhou pursuant to the Zhou Agreement on June 3, 2024, (k) the transfer of 50,000 shares of Common Stock by Landsea Holdings to Yitu Wang pursuant to the Wang Agreement on June 3, 2024, (l) the transfer of 450,000 shares of Common Stock on June 20, 2024 pursuant to the SPAs, and (m) the transfer of 3,225,578 shares of Common Stock held by Landsea Holdings to East West Bank pursuant to the Commercial Pledge Agreement dated June 29, 2023 between East West Bank and Landsea Holdings, and the Agreement Regarding Consensual Resolution of Credit Facility dated September 22, 2024 between East West Bank and Landsea Holdings.

Landsea Green Management Limited (F/K/A Landsea Green Properties Co. Ltd) may be deemed to have beneficial ownership of such shares since Landsea Holdings is 100% indirectly owned by Landsea Green Management Limited. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Landsea Green Management Limited or any of its subsidiaries having a beneficial ownership interest in Landsea Holdings that it is the beneficial owner of any of the shares of Common Stock referred to herein for purposes of Section 13(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or for any other purpose, and such beneficial ownership is expressly disclaimed.

 Name of Reporting Persons

 Ming Tian

 Check the Appropriate Box if a Member of a Group

 (a) ☐  (b) ☐

 SEC Use Only

 Source of Funds

 OO (see Item 3)

 Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Item 2(d) or 2(e)

 ☐

 Citizenship or Place of Organization

 People’s Republic of China

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With

 Sole Voting Power

  0

 Shared Voting Power

 9,065,151 (1) (see Items 4 and 5)

 Sole Dispositive Power

  0

 Shared Dispositive Power

 9,065,151 (1)(A) and (1)(C) (see Items 4 and 5)

 Aggregate Amount Beneficially Owned by Each Person

 9,065,151 shares of Common Stock (1) (see Items 4 and 5)

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 ☐

 Percent of Class Represented by Amount in Row (11)

 24.98% (2)

 Type of Reporting Person

 IN; HC

Consists of (A) 9,035,151 shares of the Issuer’s Common Stock held of record by Landsea Holdings after (a) acquiring (i) 32,557,303 shares of Common Stock issued by Landsea Homes Corporation (the “Issuer”) as merger consideration pursuant to the Merger Agreement and (ii) 5,000,000 shares of Common Stock pursuant to the Sponsor Surrender Agreement, (b) disposing of 179,038 shares of Common Stock pursuant to the Merger Agreement, as of January 7, 2021, (c) disposing of 4,838,710 shares pursuant to the Stock Purchase Agreement dated as of May 31, 2022, (d) disposing of 4,398,826 shares of Common Stock pursuant to the Share Repurchase Agreement dated as of June 1, 2022, (e) the automatic surrender and forfeiture on January 7, 2023 of 500,000 shares of Common Stock pursuant to the Sponsor Surrender Agreement, (f) the sale of 2,956,522 shares of Common Stock by Landsea Holdings pursuant to the 2023 Underwriting Agreement on June 15, 2023, (g) the sale of 443,478 shares of Common Stock by Landsea Holdings pursuant to the exercise in full of the underwriters’ option to purchase additional shares under the 2023 Underwriting Agreement on June 21, 2023, (h) the sale of 2,800,000 shares of Common Stock by Landsea Holdings pursuant to the 2024 Underwriting Agreement closed on March 8, 2024, (i) the transfer of 4,100,000 shares by Landsea Holdings to Ever Fast pursuant to the Payment Agreement on May 14, 2024, (j) the transfer of 80,000 shares of Common Stock by Landsea Holdings to Qin Zhou pursuant to the Zhou Award Agreement on June 3, 2024, (k) the transfer of 50,000 shares of Common Stock by Landsea Holdings to Yitu Wang pursuant to the Wang Agreement on June 3, 2024, (l) the transfer of 450,000 shares of Common Stock by Landsea Holdings on June 20, 2024 pursuant to the SPAs, and (m) the transfer of 3,225,578 shares of Common Stock held by Landsea Holdings to East West Bank pursuant to the Commercial Pledge Agreement dated June 29, 2023 between East West Bank and Landsea Holdings, and the Agreement Regarding Consensual Resolution of Credit Facility dated September 22, 2024 between East West Bank and Landsea Holdings; and (B) 30,000 shares of Common Stock held of record by the spouse of Mr. Tian through participation as an investor in the secondary offering under the 2024 Underwriting Agreement, closed on March 8, 2024, with respect to which Mr. Tian may be deemed to share with his spouse the power to vote or dispose, or to direct the voting or disposition of, such 30,000 shares of Common Stock.

The percentage ownership is based upon 36,282,883 shares of Common Stock issued and outstanding as of September 20, 2024.