Wayne Stelmar - May 18, 2021 Form 4 Insider Report for New Home Co Inc. (NWHM)

Role: Director, Other*
Signature: /s/ Miek Harbur, Attorney-in-Fact for Wayne Stelmar
Stock symbol: NWHM
Transactions as of: May 18, 2021
Transactions value $: $0
Form type: 4
Date filed: 5/20/2021, 04:20 PM
Next filing: Sep 9, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NWHM	Common Stock	Award	$0	+9.92K	+9.4%	$0.00	115K	May 18, 2021	Direct	F1
holding	NWHM	Common Stock						740K	May 18, 2021	By Trust	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents restricted stock units which vest on the earlier of the (i) first anniversary of the grant date and (ii) the date of next annual meeting of the Company's stockholders, subject to the Reporting Person's continued service with the Issuer through the applicable vesting date; provided that the shares subject to the restricted stock units will not be delivered until the 30th day following the date of the Reporting Person's "separation from service" from the Company within the meaning of Section 409(a)(2)(A)(i) of the Internal Revenue Code. The restricted stock units convert into common stock on a one-for-one basis.
F2	By W. and L. Stelmar Trust (of which Mr. Stelmar is a trustee)

Content

Represents restricted stock units which vest on the earlier of the (i) first anniversary of the grant date and (ii) the date of next annual meeting of the Company's stockholders, subject to the Reporting Person's continued service with the Issuer through the applicable vesting date; provided that the shares subject to the restricted stock units will not be delivered until the 30th day following the date of the Reporting Person's "separation from service" from the Company within the meaning of Section 409(a)(2)(A)(i) of the Internal Revenue Code. The restricted stock units convert into common stock on a one-for-one basis.

By W. and L. Stelmar Trust (of which Mr. Stelmar is a trustee)

Remarks:

The Reporting Person is a party to an Investor Rights Agreement dated February 5, 2014 and amended on May 22, 2018 and May 6, 2020 (as amended, the "IRA"). The current parties to the IRA are Wayne Stelmar, Joseph Davis, H. Lawrence Webb and IHP Capital Partners VI, LLC (collectively, "Group Members"). The original IRA was filed as Exhibit 4.2 of the Company's Annual Report on Form 10-K for the year ended December 31, 2013, the amendment was filed as Exhibit 10.1 of the Company's Current Report on Form 8-K dated May 22, 2018 and the second amendment was filed as Exhibit 4.4 of the Company's Quarterly Report on Form 10-Q dated May 8, 2020. Pursuant to the IRA, IHP Capital Partners VI, LLC has the right to designate a director for nomination and each of the Group Members has agreed to vote in favor of particular nominees as described in such IRA. The Reporting Person may be deemed to have shared voting power over the shares owned by the other Group Members. The Reporting Person disclaims beneficial ownership of the shares held by the other Group Members and has no pecuniary interest in the shares held by the other Group Members.