Ryan McGarry - Aug 3, 2023 Form 4 Insider Report for VINEBROOK HOMES TRUST, INC. (NA)

Signature
/s/ Brian Mitts, as attorney-in-fact for Ryan McGarry
Stock symbol
NA
Transactions as of
Aug 3, 2023
Transactions value $
$5,594,058
Form type
4
Date filed
8/9/2023, 02:00 PM
Previous filing
Apr 12, 2023
Next filing
Feb 28, 2024

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 NA Class C OP Units Award $5.59M +93.5K +35.52% $59.85* 357K Aug 3, 2023 Class A Common Stock 93.5K Direct F1, F2, F3, F4, F5
transaction NA Class C OP Units Other $0 -357K -100% $0.00* 0 Aug 3, 2023 Class A Common Stock 357K Direct F1, F2, F6
transaction NA Class C Common Units Award $0 +357K $0.00 357K Aug 3, 2023 Class C OP Units 357K Direct F6
transaction NA Profit Interest Units Award $0 +238K +96.48% $0.00 485K Aug 3, 2023 Class C OP Units 238K Direct F7, F8
transaction NA Profit Interest Units Other $0 -485K -100% $0.00* 0 Aug 3, 2023 Class C OP Units 485K Direct F6, F7
transaction NA Profits LTIP Units Award $0 +485K $0.00 485K Aug 3, 2023 Profit Interest Units 485K Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents Class C common units of limited partnership interest ("OP Units") in VineBrook Homes Operating Partnership, L.P., the operating partnership (the "OP") of the Issuer.
F2 The OP Units are redeemable, beginning one year from issuance, for cash or, at the election of the Issuer, for shares of the Issuer's Class A common stock on a one-for-one basis. The OP Units are vested as of the date of issuance. The OP Units have no expiration date.
F3 Represents OP Units received as consideration pursuant to a Contribution Agreement (the "Contribution Agreement"), by and between VineBrook Management, LLC, VineBrook Development Corporation, VineBrook Homes Realty Company, Inc., VineBrook Homes Services Company, Inc., the Reporting Person and other individuals party thereto (each a "Contributor" and collectively, the "Contributors"), VineBrook Homes, LLC (the "Manager") and the OP, dated August 3, 2023, the Contributors contributed their equity in the Manager to the OP in exchange for a number of OP Units calculated pursuant to the Contribution Agreement (the "Contribution").
F4 Includes OP Units acquired under the OP's distribution reinvestment plan.
F5 Includes 60,311.92 OP Units received by the Reporting Person as a liquidating distribution from VineBrook Special Interest Holder LLC prior to the Contribution and 10,799.326 OP Units received by the Reporting Person as a liquidating distribution from VineBrook Annex B GP, LLC, which were exempt from reporting pursuant to Rule 16a-13 promulgated under the Securities Exchange Act of 1934. In prior reports, the Reporting Person reported beneficial ownership of all shares held by VineBrook Special Interest Holder LLC and VineBrook Annex B GP, LLC. Prior to the liquidating distribution, VineBrook Special Interest Holder LLC held 326,687.99 OP Units and VineBrook Annex B GP, LLC held 32,479.18, which are no longer reported herein.
F6 Immediately following the Contribution, the Reporting Person contributed (i) all directly held OP Units to VineBrook Management Holdings, LLC ("Holdco") in exchange for Class C common units of membership interest in Holdco ("HoldCo Class C Units") on a one-for-one basis and (ii) all directly held Profits Units (defined below) to Holdco in exchange for profits LTIP units of membership interest in Holdco ("Holdco Profits Units") on a one-for-one basis. The HoldCo Class C Units and Holdco Profits Units have substantially similar transfer, conversion and economic rights as if the Reporting Person held the OP Units or Profits Units, respectively, directly. The HoldCo Class C Units are vested as of the date of issuance and have no expiration date. The Holdco Profits Units vest on the terms of the Profits Units underlying them.
F7 Represents Profits Interest Units ("Profits Units") in the OP. Each Profits Unit can be converted into one OP Unit in the OP following vesting; provided the book-up target (as defined in the OP limited partnership agreement) for the Profit Units equals zero.
F8 On August 3, 2023, the Reporting Person was granted 237,944.16 Profits Units. The Profits Units will vest on February 28, 2026.

Remarks:

Senior Vice President of Asset Management