Filing Details
- Accession Number:
- 0000950170-25-092379
- Form Type:
- 13D Filing
- Publication Date:
- 2025-06-30 20:00:00
- Filed By:
- Mill Road Capital III, L.P.
- Company:
- Landsea Homes Corp (NASDAQ:LSEA)
- Filing Date:
- 2025-07-01
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Mill Road Capital III, L.P. | 0 | 0 | 0 | 0 | 0 | 0% |
| Mill Road Capital III GP LLC | 0 | 0 | 0 | 0 | 0 | 0% |
| Thomas E. Lynch | 0 | 0 | 0 | 0 | 0 | 0% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
|
Landsea Homes Corporation (Name of Issuer) |
Common stock, $0.0001 par value (Title of Class of Securities) |
51509P103 (CUSIP Number) |
Mill Road Capital III, L.P. Attn: Thomas E. Lynch, 328 Pemberwick Road Greenwich, CT, 06831 203-987-3500 Peter M. Rosenblum, Esq. Foley Hoag LLP, 155 Seaport Blvd. Boston, MA, 02210 617-832-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/25/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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 13D
|
| CUSIP No. | 51509P103 |
| 1 |
Name of reporting person
Mill Road Capital III, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 51509P103 |
| 1 |
Name of reporting person
Mill Road Capital III GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
SCHEDULE 13D
|
| CUSIP No. | 51509P103 |
| 1 |
Name of reporting person
Thomas E. Lynch | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common stock, $0.0001 par value | |
| (b) | Name of Issuer:
Landsea Homes Corporation | |
| (c) | Address of Issuer's Principal Executive Offices:
1717 McKinney Avenue, Suite 1000, Dallas,
TEXAS
, 75202. | |
Item 1 Comment:
This Amendment No. 3 to the joint statement on Schedule 13D with respect to the common stock, par value $0.0001 (the "Common Stock"), of Landsea Homes Corporation, a Delaware corporation (the "Issuer"), filed by Thomas E. Lynch, Mill Road Capital III GP LLC, a Cayman Islands limited liability company, and Mill Road Capital III, L.P., a Cayman Islands exempted limited partnership (collectively, the "Reporting Persons") on December 26, 2024, as amended by Amendment No. 1 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on March 4, 2025, and as amended by Amendment No. 2 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on May 19, 2025 (such joint statement, as amended herein, the "Schedule 13D"), amends the Schedule 13D as follows: | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D shall hereby be amended and restated in its entirety as follows:
As of the close of business on June 25, 2025 and through the date hereof, the Reporting Persons have not had and do not have beneficial ownership of any shares of Common Stock. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D shall hereby be amended and restated in its entirety as follows:
The Reporting Persons acquired shares of the Common Stock based on their belief that the Common Stock represented an attractive investment opportunity.
On May 23, 2025, Lido Merger Sub, Inc. commenced a tender offer (the "Offer") to purchase all of the outstanding shares of Common Stock at a purchase price of $11.30 per share. The Fund tendered 3,197,406 shares of Common Stock held by it into the Offer. On June 24, 2025, Lido Merger Sub, Inc. accepted all tendered shares for purchase.
As a result of the ensuing merger, as of the close of business on June 25, 2025, none of the Reporting Persons had any direct or indirect beneficial ownership of any shares of Common Stock. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Paragraphs (a) and (b) of Item 5 of the Schedule 13D shall hereby be amended and restated in full as follows:
(a, b) The cover page to this Schedule 13D for each Reporting Person is incorporated by reference in its entirety into this Item 5(a, b). As of the close of business on June 25, 2025 and through the date hereof, each Reporting Person does not, and the Reporting Persons in the aggregate do not, beneficially own any shares of Common Stock, and each Reporting Person beneficially owns, and the Reporting Persons in the aggregate beneficially own, 0% of the outstanding shares of Common Stock. | |
| (c) | Paragraph (c) of Item 5 of the Schedule 13D shall hereby be amended and restated in full as follows:
On June 24, 2025, Lido Merger Sub, Inc. accepted for payment 3,197,406 shares of Common Stock tendered by the Fund in the Offer at a purchase price of $11.30 per share. In addition, as a result of the ensuing merger, as of the close of business on June 25, 2025, none of the Reporting Persons had any direct or indirect beneficial ownership of any shares of Common Stock. The Reporting Persons did not effect any other transactions in shares of the Common Stock from May 19, 2025 (the date on which Amendment No. 2 to the Schedule 13D was filed) until July 1, 2025. | |
| (e) | Paragraph (e) of Item 5 of the Schedule 13D shall hereby be amended and restated in full as follows:
As of the close of business on June 25, 2025, the Reporting Persons ceased to beneficially own in the aggregate, and each Reporting Person ceased to beneficially own individually, 5.0% of the class of shares of Common Stock. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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