Wayne Stelmar - Sep 8, 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
Sep 8, 2021
Transactions value $
$0
Form type
4
Date filed
9/9/2021, 05:39 PM
Previous filing
May 20, 2021

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 -106K -100% 0 Sep 8, 2021 Direct F1
transaction NWHM Common Stock Disposed to Issuer -9.92K -100% 0 Sep 8, 2021 Direct F2
transaction NWHM Common Stock Disposition pursuant to a tender of shares in a change of control transaction -740K -100% 0 Sep 8, 2021 By Trust F2, F3

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 -182K -100% 0 Sep 8, 2021 Common Stock 182K $11.00 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Wayne Stelmar 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 By W. and L. Stelmar Trust (of which Mr. Stelmar is a trustee).
F4 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. With respect to any Issuer Option for which the per share exercise price was less than the Offer Price, such Issuer Option was cancelled for no consideration thereof immediately prior to the Effective Time.

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.