4//SEC Filing
Farhat Elias 4
Accession 0001731122-21-000031
CIK 0001721386other
Filed
Jan 10, 7:00 PM ET
Accepted
Jan 11, 9:01 PM ET
Size
18.0 KB
Accession
0001731122-21-000031
Insider Transaction Report
Form 4
Farhat Elias
Director
Transactions
- Other
Common stock
2021-01-07+250,415→ 2,227,835 total(indirect: See footnote) - Disposition to Issuer
Warrants to Purchase Common Stock
2021-01-07+2,220,000→ 5,039,600 total(indirect: See footnote)Exercise: $11.50From: 2021-02-06Exp: 2026-01-07→ Common Stock (2,220,000 underlying) - Other
Common stock
2021-01-07+600,000→ 2,478,250 total(indirect: See footnote) - Disposition to Issuer
Common stock
2021-01-07+500,000→ 3,078,250 total(indirect: See footnote) - Conversion
Common stock
2021-01-07+2,227,835→ 2,227,835 total(indirect: See footnote) - Other
Warrants to Purchase Common Stock
2021-01-07+2,260,000→ 2,779,600 total(indirect: See footnote)Exercise: $11.50From: 2021-02-06Exp: 2026-01-07→ Common Stock (2,260,000 underlying)
Footnotes (8)
- [F1]Immediately prior to the closing of the Business Combination (as defined below), Level Field Capital, LLC transferred to the Seller, for no consideration, 500,000 shares of Class B Common Stock.
- [F2]Immediately prior to the closing of the Business Combination (as defined below), Level Field Capital, LLC automatically and irrevocably surrendered and forfeited, for no consideration, 600,000 shares of Class B Common Stock.
- [F3]Immediately prior to the closing of the Business Combination (as defined below), Level Field Capital, LLC automatically and irrevocably surrendered and forfeited, for no consideration, 250,415 shares of Class B Common Stock pursuant to the Forward Purchase and Subscription Agreements entered into between the Issuer and certain investors.
- [F4]On January 7, 2021, pursuant to that certain Agreement and Plan of Merger, dated as of August 31 2020, by and among the Issuer, LFCA Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company, Landsea Homes Incorporated, a Delaware corporation, and Landsea Holdings Corporation, a Delaware corporation (the "Seller"), the Issuer completed its initial business combination (the "Business Combination"). As a result of the Business Combination, the Issuer changed its name to Landsea Holdings Corporation. Upon completion of the Business Combination, the shares of Class B common stock held by Level Field Capital, LLC were automatically converted into shares of the Issuer's common stock.
- [F5]These warrants were issued to Level Field Capital, LLC in a private placement in connection with the initial public offering of the Issuer on June 22, 2018 (the "Private Placement Warrants"). Level Field Capital, LLC acquired beneficial ownership of the warrants in connection with the consummation of the Business Combination on January 7, 2020. Each warrant becomes exercisable 30 days after the completion of the business combination and expires five years after the completion of the business combination or earlier upon redemption or liquidation. Each warrant is exercisable for one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment.
- [F6]Immediately prior to the closing of the Business Combination, Level Field Capital, LLC transferred to the Seller, for no consideration, 2,220,000 Private Placement Warrants.
- [F7]Immediately prior to the closing of the Business Combination, Level Field Capital, LLC automatically and irrevocably surrendered and forfeited, for no consideration, 2,260,000 Private Placement Warrants.
- [F8]Level Field Capital, LLC is the record holder of the securities reported herein. Level Field Partners, LLC is the managing member of Level Field Capital, LLC. Level Field Management, LLC is the managing member of Level Field Partners, LLC. Elias Farhat manages Level Field Management, LLC as one of its members. Mr. Farhat disclaims beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein.
Documents
Issuer
Landsea Homes Corp
CIK 0001721386
Entity typeother
Related Parties
1- filerCIK 0001744195
Filing Metadata
- Form type
- 4
- Filed
- Jan 10, 7:00 PM ET
- Accepted
- Jan 11, 9:01 PM ET
- Size
- 18.0 KB