Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
TOUFF MICHAEL
  2. Issuer Name and Ticker or Trading Symbol
MDC HOLDINGS INC [MDC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr VP and General Counsel
(Last)
(First)
(Middle)
4350 S. MONACO STREET, SUITE 500
3. Date of Earliest Transaction (Month/Day/Year)
05/16/2017
(Street)

DENVER, CO 80237
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Common Stock $.01 Par Value 05/16/2017   M   31,500 (1) A $ 27.98 (1) 148,027 (1) D  
Common Stock $.01 Par Value 05/16/2017   S   31,500 (1) D $ 34.32 (2) 116,527 (1) D  
Common Stock $.01 Par Value 05/16/2017   M   26,250 (1) A $ 27.42 (1) 142,777 (1) D  
Common Stock $.01 Par Value 05/16/2017   S   26,250 (1) D $ 34.44 (3) 116,527 (1) D  
Common Stock $.01 Par Value 05/16/2017   M   26,250 (1) A $ 23.28 (1) 142,777 (1) D  
Common Stock $.01 Par Value 05/16/2017   S   26,250 (1) D $ 34.44 (3) 116,527 (1) D  
Common Stock $.01 Par Value               26,372 (1) I By 401(k) (4)
Common Stock $.01 Par Value               9,991 (1) I By IRA Rollover

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Underlying Securities
(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 of Derivative Security: 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
Non-Statutory Stock Option (right to buy) (5) $ 27.98 (1) 05/16/2017   M     31,500 12/30/2011 12/30/2018 Common Stock $.01 Par Value 31,500 $ 0 0 D  
Non-Statutory Stock Option (right to buy) (5) $ 27.42 (1) 05/16/2017   M     26,250 12/30/2013 12/30/2020 Common Stock $.01 Par Value 26,250 $ 0 0 D  
Non-Statutory Stock Option (right to buy) (6) $ 23.28 (1) 05/16/2017   M     26,250 03/08/2015 03/08/2022 Common Stock $.01 Par Value 26,250 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
TOUFF MICHAEL
4350 S. MONACO STREET
SUITE 500
DENVER, CO 80237
      Sr VP and General Counsel  

Signatures

 Michael Touff   05/17/2017
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) All share amounts and exercise prices have been adjusted to reflect the distribution of a five percent (5%) stock dividend on December 20, 2016.
(2) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $34.00 to $34.63, inclusive. The reporting person undertakes to provide M.D.C. Holdings, Inc., any security holder of M.D.C. Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
(3) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $34.29 to $34.74, inclusive. The reporting person undertakes to provide M.D.C. Holdings, Inc., any security holder of M.D.C. Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
(4) Unitized shares held in a stock fund in the Reporting Person's 401(k) Savings Plan which changes on a daily basis.
(5) Represents a stock option under the Company's 2001 Equity Incentive Plan, which meets all of the requirements under Rule 16b-3.
(6) Represents a stock option under the Company's 2011 Equity Incentive Plan, which meets all of the requirements under Rule 16b-3.

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