Vinebrook Homes Trust Inc

04/07/2025 | Press release | Distributed by Public on 04/07/2025 19:39

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
LAFFER ARTHUR B
2. Issuer Name and Ticker or Trading Symbol
VINEBROOK HOMES TRUST, INC. [NA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
300 CRESCENT COURT, SUITE 700
3. Date of Earliest Transaction (Month/Day/Year)
03/24/2025
(Street)
DALLAS, TX 75201
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/03/2025 M 1,781 A (1) 5,636.142(2) D
Common Stock 51,868.585(2)(3) I By limited liability company(4)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Profits Interest Units(5) (5) 03/24/2025 C 2,233 (5) (5) Class C OP Units(6) 2,233 $ 0 0 D
Class C OP Units(6) (6) 03/24/2025 C 2,233 (6) (6) Common Stock 2,233 $ 0 2,233 D
Restricted Stock Units (1) 04/03/2025 A 2,202 (7) (7) Common Stock 2,202 $ 0 2,202 D
Restricted Stock Units (1) 04/03/2025 M 1,781 (8) (8) Common Stock 1,781 $ 0 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LAFFER ARTHUR B
300 CRESCENT COURT
SUITE 700
DALLAS, TX 75201
X

Signatures

/s/ Paul Richards, as attorney-in-fact for Arthur Laffer 04/07/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Each restricted stock unit represents a contingent right to receive one share of common stock of VineBrook Homes Trust, Inc. (the "Issuer").
(2) Includes shares of common stock acquired under the distribution reinvestment plan of the Issuer.
(3) Includes 26,246.405 shares held by the limited liability company referenced in Footnote 4 which were inadvertently previously reported as directly held.
(4) The reporting person holds these shares indirectly through a limited liability company which the reporting person controls. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(5) Represents Profits Interest Units ("Profits Units") in VineBrook Homes Operating Partnership, L.P., the Issuer's operating partnership (the "OP"). Each Profits Unit can be converted into one Class C common unit of the OP (an "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. The Profits Units were granted on November 21, 2019 and fully vested on November 21, 2020. The Profits Units converted into OP Units on March 24, 2025.
(6) The OP Units are redeemable, beginning one year from issuance, for cash equal to the then-current market value of one share of the Issuer's common stock or, at the election of the Issuer, for shares of the Issuer's common stock on a one-for-one basis. Following the conversion of the Profits Units on March 24, 2025, the OP Units are fully vested as of the date of issuance. The OP Units have no expiration date.
(7) On April 3, 2025, the reporting person was granted 2,202 restricted stock units, which will vest on April 3, 2026. Settlement will generally occur within 30 days of vesting and may at the discretion of the Compensation Committee be settled in cash.
(8) On April 3, 2024, the reporting person was granted 1,781 restricted stock units, which vested on April 3, 2025. Settlement will generally occur within 30 days of vesting and may at the discretion of the Compensation Committee be settled in cash.

Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.