Paul C. Heeschen - Sep 8, 2021 Form 4 Insider Report for New Home Co Inc. (NWHM)

Role: Director
Signature: /s/ Miek Harbur, Attorney-in-Fact for Paul C. Heeschen
Stock symbol: NWHM
Transactions as of: Sep 8, 2021
Transactions value $: $0
Form type: 4
Date filed: 9/9/2021, 05:43 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		-116K	-100%		0	Sep 8, 2021	Direct	F1
transaction	NWHM	Common Stock	Disposed to Issuer		-9.92K	-100%		0	Sep 8, 2021	Direct	F2

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

Paul C. Heeschen 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.

Content

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.

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.