MDC M D C Holdings Inc

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person with

Item 5.

Interest in Securities of the Issuer

(a)

Mr. Mizel beneficially owns an aggregate of 10,253,206 shares of Common Stock, representing approximately 15.9% of the outstanding Common Stock of the Company. The ownership percentage set forth above is based upon 62,574,961 shares of Common Stock of the Company outstanding, as reported in the Company’s Form 10-K filed on January 30, 2020, plus an additional 2,019,304 shares which Mr. Mizel has the right to acquire upon the exercise of stock options that are fully vested.

(b)

Mr. Mizel has the:

(i)

Sole power to vote or direct the vote of 2,176,902 shares. This consists of 31,491 shares that he directly owns, 2,019,304 shares issuable upon the exercise of stock options granted under the Company's equity incentive plans, 120,625 shares of restricted stock granted under the Company’s equity incentive plans, and 5,482 unitized shares held in a stock fund in the Company’s 401(k) Savings Plan, which changes on a daily basis.

(ii)

Shared power to vote or direct the vote of 8,076,304 shares.

The amount in Item 5(b)(ii) includes 3,958,536 shares held by Ari Capital Partners, LLLP ("Ari Capital") of which Mr. Mizel may be deemed to have beneficial ownership. The sole general partner of Ari Capital is CVentures, Inc. ("CVentures"). Mr. Mizel and family members are the beneficiaries of various trusts which own approximately 50.7% of the stock of CVentures. Also, Mr. Mizel is a director and chairman of the board of CVentures and may be deemed to control the other approximately 49.3% of the common stock of CVentures. A trust, of which the Mr. Mizel is the sole beneficiary, is the sole limited partner of Ari Capital, and has approximately a 99% partnership interest in Ari Capital. Mr. Mizel and Mr. Mizel’s spouse are trustees of the trust.

The amount in Item 5(b)(ii) includes 2,449,440 shares held by Cascia Holdings LLC (“Cascia”). Mr. Mizel may be deemed to have beneficial ownership of the shares held by Cascia. Two trusts hold 99% of the total outstanding LLC units in Cascia. Mr. Mizel’s spouse is a trustee of each of the trusts and Mr. Mizel’s family members are the beneficiaries of these trusts. Mr. Mizel’s spouse, who is the sole manager of Cascia, holds all of the voting LLC units in Cascia, which constitutes 1% of the total outstanding LLC units.

The amount in Item 5(b)(ii) includes 1,668,328 shares held by CGM Capital LLLP ("CGM Capital") of which Mr. Mizel may be deemed to have beneficial ownership. The general partner of CGM Capital is CVentures. A trust, of which Mr. Mizel's spouse is the sole beneficiary, is the limited partner of CGM Capital, and has a 99% partnership interest in CGM Capital. Mr. Mizel is a trustee of this trust.

(iii)

Sole power to dispose or direct the disposition of 2,176,902 shares. This consists of the shares described in response to Item 5(b)(i) above.

(iv)

Shared power to dispose or direct the disposition of 8,076,304 shares. This consists of the shares described in response to Item 5(b)(ii) above.

(c)

Upon the vesting of restricted stock on December 31, 2019, February 1, 2020 and February 2, 2020, 14,167 shares, 3,242 shares and 2,336 shares were withheld for taxes pursuant to an irrevocable election made outside of black-out periods. On February 3, 2020, Mr. Mizel was granted 45,903 shares of restricted stock under the Company's 2011 Equity Incentive Plan. On February 6 and 7, 2020, Mr. Mizel exercised options covering 110,224 shares, selling all of the shares the same day as the option exercise.

(d)

Other than as described in Item 5(b) above, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock of the Company reported herein.

(e)

Not applicable.