Large owner Lennar Corp /New/ disposed of 33,298,754 shares, decreasing direct ownership by 100% to 1,794 units (SEC Form 4)
$MRP
Real Estate
Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Millrose Properties, Inc. [ MRP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/26/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 11/26/2025 | J(1) | 33,298,754 | D | (1) | 1,794(2)(3) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. On October 10, 2025, the Reporting Person commenced an offer to holders of shares of Lennar Class A Common Stock to exchange Lennar Class A Common Stock for Millrose Properties, Inc. ("Millrose") Class A Common Stock. On November 26, 2025, the Reporting Person announced the final results of the exchange offer and confirmed that 8,049,594 shares of tendered Lennar Class A Common Stock were accepted in exchange for 33,298,754 shares of Millrose Class A Common Stock, representing a final exchange ratio of 4.1367 shares of Millrose Class A Common Stock per share of Lennar Class A Common Stock accepted in the exchange offer. |
| 2. Shares held by the Reporting Person as of the Transaction Date include 100,495 shares of Millrose Class A Common Stock that were returned to the Reporting Person in non-volitional transactions in connection with forfeitures of unvested restricted stock awards by employees of the Reporting Person. On February 7, 2025, the Reporting Person completed its spin-off of Millrose Properties Inc. ("Millrose"). In connection with the spin-off, employees of the Reporting Person holding unvested restricted stock awards previously granted by the Reporting Person received shares of Millrose Class A Common Stock or Millrose Class B Common Stock, depending on their election. |
| 3. (Continued from footnote 2) These shares of Millrose common stock are subject to the same vesting conditions, forfeiture terms and other restrictions as the unvested restricted stock awards to which they relate. As such, any such shares of Millrose common stock will be forfeited back to the Reporting Person if the unvested restricted stock awards are forfeited by their terms. |
| /s/ Mark Liberman, Assistant Secretary for Lennar Corporation | 12/01/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||