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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
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SCHEDULE 13D/A 0001767199 XXXXXXXX LIVE 3 Common stock, $0.0001 par value 06/25/2025 false 0001721386 51509P103 Landsea Homes Corporation 1717 McKinney Avenue, Suite 1000 Dallas TX 75202 Mill Road Capital III, L.P. 203-987-3500 Attn: Thomas E. Lynch 328 Pemberwick Road Greenwich CT 06831 Peter M. Rosenblum, Esq. 617-832-1000 Foley Hoag LLP 155 Seaport Blvd. Boston MA 02210 0001767199 N Mill Road Capital III, L.P. WC N E9 0 0 0 0 0 N 0 PN 0001767178 N Mill Road Capital III GP LLC AF N E9 0 0 0 0 0 N 0 HC OO 0001244666 N Thomas E. Lynch AF N X1 0 0 0 0 0 N 0 HC IN Common stock, $0.0001 par value Landsea Homes Corporation 1717 McKinney Avenue, Suite 1000 Dallas TX 75202 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 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 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. 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. 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. 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. Mill Road Capital III, L.P. /s/ Deven Petito Deven Petito, Management Committee Director of Mill Road Capital III GP LLC, its General Partner 07/01/2025 Mill Road Capital III GP LLC /s/ Deven Petito Deven Petito, Management Committee Director 07/01/2025 Thomas E. Lynch /s/ Deven Petito Deven Petito, attorney-in-fact 07/01/2025