UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): February 2, 2017

                                 M.D.C. Holdings, Inc.                              

(Exact name of registrant as specified in its charter)

4350 South Monaco Street, Suite 500, Denver, Colorado 80237

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (303) 773-1100

                                          Not Applicable                                          

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Effective on February 2, 2017, the Compensation Committee (the "Committee") of M.D.C. Holdings, Inc. (the “Company”) took the actions described below with respect to compensation of the executive officers of the Company.

Executive Bonus for 2016 – CEO and COO

Two of the Company’s executive officers, Larry A. Mizel, Chief Executive Officer, and David D. Mandarich, Chief Operating Officer, are eligible for awards under the Company’s 2013 Executive Officer Performance-Based Compensation Plan approved by the Company's shareholders (the “2013 Performance-Based Plan”). The bonus payment that could be earned for 2016 under the 2013 Performance-Based Plan was subject to a $4.5 million dollar cap established by the Committee. In addition, any bonus earned in excess of $3.6 million would be paid in restricted stock.

The Committee determined, based on the 2016 goal under the 2013 Performance-Based Plan, that each executive earned a cash bonus of $3.6 million and a restricted stock award of $0.9 million, valued as of the date of the Committee’s action. The restricted stock will vest in equal amounts on each of December 31, 2019, 2020 and 2021. The restricted stock award is evidenced by the form of Restricted Stock Agreement filed as Exhibit 10.4 with the Company’s Quarterly Report on Form 10-Q dated June 30, 2011.

Executive Bonus for 2016 – CFO and GC

The Committee determined that its Chief Financial Officer, Robert N. Martin, and its General Counsel, Michael Touff, were entitled to an annual bonus for 2016 of a percentage of base pay based on the respective performance of each executive regarding Key Performance Indicators (“KPIs”) established for his position.      Based on its evaluation of performance relative to the established KPIs, the Committee awarded Mr. Martin a performance bonus of $500,000 and Mr. Touff a performance bonus of $400,000.

The Compensation Committee also awarded Messrs. Martin and Touff $200,000 and $50,000, respectively, in restricted stock, valued as of the date of the Committee’s action. The restricted stock will vest equally over three years, starting with the first anniversary of the grant date. The restricted stock award is evidenced by the form of Restricted Stock Agreement filed as Exhibit 10.4 with the Company’s Quarterly Report on Form 10-Q dated June 30, 2011.

CFO and GC Base Salaries

The Compensation Committee determined that Mr. Martin’s base salary would increase to $600,000 annually and Mr. Touff’s salary would increase to $400,000 annually.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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