| 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 |
| 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. |
Senior Vice President of Asset Management