SEC Form 4 · accession 0001574596-19-000032
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 20, 2019 | A | 20,548 | $0.00 | A | 841,824 | D | |
| Common StockF2,F3 | Feb 20, 2019 | A | 6,250 | $0.00 | A | 29,825 | I | Shared Household |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F5 | $5.76 | Feb 20, 2019 | A | 81,801 | A | — | Feb 20, 2029 | Common Stock | 81,801 | 81,801 | D |
| Employee Stock Option (Right to Buy)F6,F5 | $5.76 | Feb 20, 2019 | A | 16,587 | A | — | Feb 20, 2029 | Common Stock | 16,587 | 16,587 | I |
| Employee Stock Option (Right to Buy) | $11.00 | holding | — | — | — | Jan 30, 2017 | Jan 30, 2024 | Common Stock | 227,273 | 227,273 | D |
| Employee Stock Option (Right to Buy)F4 | $11.00 | holding | — | — | — | Jan 30, 2017 | Jan 30, 2024 | Common Stock | 5,525 | 5,525 | I |
Explanation of responses
- F1Represents restricted stock units which vest in equal annual installments on each of the first, second and third anniversaries of February 20, 2019, 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 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 20, 2019, 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 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.
- F4Represents vested stock options held by Joan Marcus Webb who is married to the Reporting Person. 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 purposes of Section 16 or for any other purpose.
- F5The stock options will vest and become exercisable in three equal annual installments on each of the first, second and third anniversaries of February 20, 2019, subject to the Reporting Person's continued service with the Issuer through the applicable vesting date.
- F6Represents stock options held by Joan Marcus Webb who is married to the Reporting Person. 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 purposes of Section 16 or for any other purpose.
Remarks
The Reporting Person is a party to an Investor Rights Agreement dated February 5, 2014 and amended on May 22, 2018 (as amended, the "IRA"). The current parties to the IRA are Wayne Stelmar, Joseph Davis, Thomas Redwitz, H. Lawrence Webb and IHP Capital Partners VI, LLC (collectively, "Group Members"). The original IRA was filed as Exhibit 4.2 of the Company's Annual Report on Form 10-K for the year ended December 31, 2013 and the amendment was filed as Exhibit 10.1 of the Company's Current Report on Form 8-K dated May 22, 2018. Pursuant to the IRA, IHP Capital Partners VI, LLC has the right to designate a director for nomination and each of the Group Members has agreed to vote in favor of particular nominees as described in such IRA. 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.