[SCHEDULE 13D/A] Landsea Homes Corporation Warrant SEC Filing

Rhea-AI Filing Summary

Principal Financial Group, Inc. (PFG) – Form 4 filing dated 07/01/2025

President – Retirement & Income Solutions (RIS) Christopher J. Littlefield reported an equity award granted on 06/27/2025. The filing shows the acquisition of 550 shares of common stock, recorded at $0 per share, consistent with a restricted stock unit (RSU) grant (see Footnote 1). Following this transaction, Littlefield directly owns 60,441 PFG shares. He also reports indirect ownership of 11 shares held in a revocable trust.

The footnotes clarify that the direct total includes 2,904 shares accumulated through the company’s Employee Stock Purchase Plan. No derivative securities or sales were disclosed and there were no other transactional codes besides “A” (acquisition).

The transaction represents a routine equity compensation grant to a senior executive and does not, by itself, signal a material change in ownership or company outlook.

Insights

Financial Analyst

TL;DR: Routine RSU grant; negligible impact on valuation.

This Form 4 reflects a standard executive compensation event—550 RSUs to the President of RIS. The incremental share count is immaterial relative to PFG’s ~61 million shares outstanding and Littlefield’s existing 60k-share stake. No sales or option exercises occurred, so there is no bearish signal. Because the shares were granted at no cost, cash flow and earnings are unaffected beyond normal stock-based compensation expense already captured in guidance. I view the filing as neutral for investors.

Corporate Governance Specialist

TL;DR: Filing confirms ongoing equity alignment; governance unchanged.

The RSU award continues PFG’s practice of tying senior-management rewards to long-term share performance. The modest size relative to the executive’s aggregate holdings suggests it is part of an annual grant schedule. No new 10b5-1 plan or unusual transaction code is referenced, and indirect holdings remain minimal. Consequently, the filing carries no governance red flags and should be considered routine.

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

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.

Mill Road Capital III, L.P.

Signature:	/s/ Deven Petito
Name/Title:	Deven Petito, Management Committee Director of Mill Road Capital III GP LLC, its General Partner
Date:	07/01/2025

Mill Road Capital III GP LLC

Signature:	/s/ Deven Petito
Name/Title:	Deven Petito, Management Committee Director
Date:	07/01/2025

Thomas E. Lynch

Signature:	/s/ Deven Petito
Name/Title:	Deven Petito, attorney-in-fact
Date:	07/01/2025

FAQ

How many PFG shares did Christopher J. Littlefield acquire on 06/27/2025?

He acquired 550 shares of Principal Financial Group common stock through a restricted stock unit grant.

What is Christopher J. Littlefield’s total direct ownership in PFG after the transaction?

His direct ownership increased to 60,441 shares.

Were any shares of PFG sold in this Form 4 filing?

No. The filing only reports an acquisition; there were no disposals or sales.

Did the Form 4 include any derivative security transactions?

No derivative securities were reported; only common stock RSUs were disclosed.

What is the nature of the 11 indirectly owned PFG shares?

They are held in a revocable trust as noted in Footnote 3.