SEC Form 4 · accession 0001574596-18-000034
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 StockF1 | Feb 16, 2018 | A | 31,164 | $0.00 | A | 848,168 | D | |
| Common StockF2,F3 | Feb 16, 2018 | A | 6,421 | $0.00 | A | 28,250 | I | Shared Household |
Table II — derivative securities
Explanation of responses
- F1Represents restricted stock units which vest in equal annual installments on each of the first, second and third anniversaries of February 16, 2018, subject to the Reporting Person's continued service with the Issuer through the applicable vesting date. The restricted stock units convert into common stock on a one-for-one basis.
- F2Represents restricted stock units granted to Joan Marcus Webb (formerly Joan Marcus-Colvin) who is married to the Reporting Person. The restricted stock units granted vest in equal annual installments on each of the first, second, and third anniversaries of February 16, 2018, subject to Ms. Marcus Webb's continued service with the Issuer through the applicable vesting date. The restricted stock units convert into common stock on a one-for-one basis. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purposes of Section 16 or for any other purpose.
- F3Represents shares and restricted stock units held by Joan Marcus Webb who is married to the Reporting Person. The Reporting Person disclaims any beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Remarks
The Reporting Person is a party to an Investor Rights Agreement with Joseph Davis, Wayne Stelmar, Thomas Redwitz, IHP Capital Partners VI, LLC, Watt/TNHC LLC and TCN/TNHC LP (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 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. 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.