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| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 | | OMB APPROVAL | | OMB Number: | 3235-0287 | | Expires: | February 28, 2011 | | Estimated average burden | | hours per response | 0.5 |
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| | Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See Instruction 1(b). |
1. Name and Address of Reporting Person*
| 4350 S. MONACO STREET, SUITE 500 | |
(Street)
| 2. Issuer Name and Ticker or Trading Symbol
MDC HOLDINGS INC
[MDC] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)| X | Director | | 10% Owner | | X | Officer (give title below) | | Other (specify below) | | President, COO and Director |
| 3. Date of Earliest Transaction (Month/Day/Year)
08/14/2008 | 4. If Amendment, Date of Original Filed (Month/Day/Year)
| 6. Individual or Joint/Group Filing (Check Applicable Line)| X | Form filed by One Reporting Person | | Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | 1.Title of Security
(Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code
(Instr. 8) | 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) | 7. Nature of Indirect Beneficial Ownership
(Instr. 4) | | Code | V | Amount | (A) or (D) | Price | |
Common Stock $.01 Par Value
| 08/14/2008 | | S | |
20,000
| D | $
41.25
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2,857,260
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D
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Common Stock $.01 Par Value
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3,028
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I
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401(K) Plan
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Common Stock $.01 Par Value
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943
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I
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By Son
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) | 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) | | Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Explanation of Responses: | |
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| David D. Mandarich | 08/14/2008 | | ** Signature of Reporting Person | Date | | Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | | * 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).
| | Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see Instruction 6 for procedure. | | 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 Number. |
EX-99
David D. Mandarich, August 14, 2008 Transaction
Sold 700 shares at $41.14
Sold 2058 shares at $41.16
Sold 1200 shares at $41.17
Sold 1900 shares at $41.18
Sold 542 shares at $41.19
Sold 1700 shares at $41.20
Sold 2400 shares at $41.21
Sold 1000 shares at $41.22
Sold 1100 shares at $41.23
Sold 200 shares at $41.24
Sold 1000 shares at $41.25
Sold 1000 shares at $41.26
Sold 600 shares at $41.29
Sold 200 shares at $41.30
Sold 100 shares at $41.31
Sold 675 shares at $41.32
Sold 1000 shares at $41.34
Sold 200 shares at $41.36
Sold 70 shares at $41.41
Sold 130 shares at $41.42
Sold 900 shares at $41.44
Sold 125 shares at $41.48
Sold 500 shares at $41.49
Sold 200 shares at $41.50
Sold 200 shares at $41.53
Sold 100 shares at $41.56
Sold 200 shares at $41.61
20,000 total shares sold at an average sale price of $41.2506 per share.
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