John M. Stephens - Sep 8, 2021 Form 4 Insider Report for New Home Co Inc. (NWHM)

Signature
/s/ Miek Harbur, Attorney-in-Fact for John M. Stephens
Stock symbol
NWHM
Transactions as of
Sep 8, 2021
Transactions value $
$0
Form type
4
Date filed
9/9/2021, 05:38 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NWHM Common Stock Disposition pursuant to a tender of shares in a change of control transaction -87.7K -100% 0 Sep 8, 2021 Direct F1
transaction NWHM Common Stock Disposed to Issuer -177K -100% 0 Sep 8, 2021 Direct F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NWHM Stock Option Disposed to Issuer -60K -100% 0 Sep 8, 2021 Common Stock 60K $5.76 Direct F3
transaction NWHM Stock Option Disposed to Issuer -46.4K -100% 0 Sep 8, 2021 Common Stock 46.4K $5.36 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

John M. Stephens is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Reflects disposition of Issuer common stock in connection with the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of July 23, 2021 (the "Merger Agreement"), by and among Newport Holdings, LLC, Newport Merger Sub, Inc. ("Merger Sub") and the Issuer, including the completion of a tender offer to purchase (the "Offer") all of the outstanding shares of Issuer common stock at a price of $9.00 per share in cash, without interest and subject to applicable withholding (the "Offer Price"), and the consummation of the merger (the "Merger") between the Issuer and Merger Sub on September 8, 2021. Each share of Issuer common stock tendered in the Offer was acquired by Merger Sub in exchange for the Offer Price. As of the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock was cancelled in exchange for the Offer Price.
F2 Reflects disposition of Issuer restricted stock units in accordance with the Merger Agreement, pursuant to which, effective immediately prior to the Effective Time, each Issuer restricted stock unit held by the Reporting Person was automatically cancelled and terminated and converted into the right to receive from the surviving corporation an amount in cash (without interest) equal to the product obtained by multiplying (x) the aggregate number of shares of Issuer common stock underlying such Issuer restricted stock unit immediately prior to the Effective Time by (y) the Offer Price.
F3 Reflects disposition of options to acquire shares of Issuer common stock (each, an "Issuer Option") in accordance with the Merger Agreement, pursuant to which, effective immediately prior to the Effective Time, each Issuer Option held by the Reporting Person, whether vested or unvested, was automatically cancelled and terminated and converted into the right to receive from the surviving corporation an amount in cash (without interest), if any, equal to the product obtained by multiplying (x) the aggregate number of shares of Issuer common stock underlying such Issuer Option immediately prior to the Effective Time by (y) the amount, if any, by which the Offer Price exceeds the per share exercise price of such Issuer Option.