SEC Form 4 · accession 0001574596-17-000165
New Home Co Inc. · NWHM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3 | Oct 31, 2017 | S | 27,289 | $11.43 | D | 1,855,966 | D | |
| Common StockF4,F3 | Nov 1, 2017 | S | 20,514 | $11.50 | D | 1,835,452 | D | |
| Common StockF5,F3 | Nov 2, 2017 | S | 15,853 | $11.11 | D | 1,819,599 | D |
Table II — derivative securities
Explanation of responses
- F1The sales reported on this line were effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on August 24, 2017.
- F2The price reported in Column 4 is a weighted average price. The shares were disposed of in multiple transactions at prices ranging from $11.06 to $11.62, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares disposed of at each separate price within the ranges set forth in this footnote.
- F3The shares are held directly by TCN/TNHC LP, whose general partner is TCN/TNHC GP LLC, a Delaware limited liability company, whose sole member is Tricon Housing Partners US II Equity Holdings LP, a Delaware limited partnership, whose general partner is Tricon Housing Partners US II GP LLC, a Delaware limited liability company, whose sole member is Tricon USA Inc., a Delaware corporation, whose sole shareholder is Tricon Holdings USA LLC, a Delaware limited liability company, whose sole member is Tricon US Topco LLC, a Delaware limited liability company, whose sole member is Tricon Holdings Canada Inc., an Ontario corporation, whose sole shareholder is Tricon Capital Group Inc., an Ontario corporation. As a result, each of the foregoing entities (other than TCN/TNHC LP which holds the shares directly) is an indirect beneficial owner of the reported securities.
- F4The price reported in Column 4 is a weighted average price. The shares were disposed of in multiple transactions at prices ranging from $11.37 to $11.71, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares disposed of at each separate price within the ranges set forth in this footnote.
- F5The price reported in Column 4 is a weighted average price. The shares were disposed of in multiple transactions at prices ranging from $10.85 to $11.37, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares disposed of at each separate price within the ranges set forth in this footnote.
Remarks
TCN/TNHC LP is a party to an Investor Rights Agreement with Joseph Davis, H. Lawrence Webb, Wayne Stelmar, Thomas Redwitz, IHP Capital Partners VI, LLC, and Watt/TNHC LLC (collectively, "Group Members"), dated February 5, 2014, which was filed as Exhibit 4.2 of the Company's Annual Report on Form 10-K for the year ended December 31, 2013. Pursuant to this Investor Rights Agreement, the entity-parties thereto have the right to designate directors for nomination and each of the Group Members has agreed to vote in favor of particular nominees as described in such Investor Rights Agreement. Each of the reporting persons may be deemed to have shared voting power over the shares owned by the other Group Members. Each of the reporting persons 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.