(Amendment No. 12)*
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | Names of Reporting Persons. Greenlight Capital, Inc. |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) [ ] |
| | (b) [ ] |
| 3 | SEC Use Only |
| 4 | Source of Funds (See Instructions): AF, WC, OO |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ] |
| 6 | Citizenship or Place of Organization. Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With | 7 Sole Voting Power 0 |
8 Shared Voting Power |
9 Sole Dispositive Power |
10 Shared Dispositive Power |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] |
| 13 | Percent of Class Represented by Amount in Row (11) 35.6% |
| 14 | Type of Reporting Person (See Instructions) CO |
| 1 | Names of Reporting Persons. DME Advisors GP, LLC |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) [ ] |
| | (b) [ ] |
| 3 | SEC Use Only |
| 4 | Source of Funds (See Instructions): AF, WC, OO |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ] |
| 6 | Citizenship or Place of Organization. Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With | 7 Sole Voting Power 0 |
8 Shared Voting Power 6,926,847 |
9 Sole Dispositive Power 0 |
10 Shared Dispositive Power |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] |
| 13 | Percent of Class Represented by Amount in Row (11) 14.3% |
| 14 | Type of Reporting Person (See Instructions) OO |
| 1 | Names of Reporting Persons. DME Advisors, L.P. |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) [ ] |
| | (b) [ ] |
| 3 | SEC Use Only |
| 4 | Source of Funds (See Instructions): AF, WC, OO |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ] |
| 6 | Citizenship or Place of Organization. Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With | 7 Sole Voting Power |
8 Shared Voting Power |
9 Sole Dispositive Power |
10 Shared Dispositive Power |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] |
| 13 | Percent of Class Represented by Amount in Row (11) 7.2% |
| 14 | Type of Reporting Person (See Instructions) PN |
| 1 | Names of Reporting Persons. DME Capital Management, LP |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) [ ] |
| | (b) [ ] |
| 3 | SEC Use Only |
| 4 | Source of Funds (See Instructions): AF, WC, OO |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ] |
| 6 | Citizenship or Place of Organization. Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With | 7 Sole Voting Power |
8 Shared Voting Power |
9 Sole Dispositive Power |
10 Shared Dispositive Power |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] |
| 13 | Percent of Class Represented by Amount in Row (11) 7.2% |
| 14 | Type of Reporting Person (See Instructions) PN |
| 1 | Names of Reporting Persons. David Einhorn |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) [ ] |
| | (b) [ ] |
| 3 | SEC Use Only |
| 4 | Source of Funds (See Instructions): AF, WC, OO |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ] |
| 6 | Citizenship or Place of Organization. USA |
Number of Shares Beneficially Owned by Each Reporting Person With | 7 Sole Voting Power |
8 Shared Voting Power |
9 Sole Dispositive Power |
10 Shared Dispositive Power |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] |
| 13 | Percent of Class Represented by Amount in Row (11) 49.9% |
| 14 | Type of Reporting Person (See Instructions) IN |
AMENDMENT NO. 12 TO SCHEDULE 13D
This Amendment No. 12 to Schedule 13D (the “Amendment”), relating to shares of common stock, par value $0.01 per share (“Common Stock”), of Green Brick Partners, Inc. (f/k/a BioFuel Energy Corp.), a Delaware corporation (the “Issuer” or the “Company”), 1600 Broadway, Suite 2200, Denver, CO 80202, amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on June 26, 2007, as amended by Amendment No. 1 filed with the Commission on May 4, 2010, Amendment No. 2 filed with the Commission on September 27, 2010, Amendment No. 3 filed with the Commission on September 27, 2010, Amendment No. 4 filed with the Commission on December 17, 2010, Amendment No. 5 filed with the Commission on February 8, 2011, Amendment No. 6 filed with the Commission on April 8, 2011, Amendment No. 7 filed with the Commission on September 6, 2012, Amendment No. 8 filed with the Commission on March 28, 2014, Amendment No. 9 filed with the Commission on June 13, 2014, Amendment No. 10 filed with the Commission on July 16, 2014, and Amendment No. 11 filed with the Commission on October 29, 2014.
This Amendment is being filed on behalf of Greenlight Capital, Inc., a Delaware corporation (“Greenlight Inc.”), DME Advisors GP, LLC, a Delaware limited liability company (“Advisors GP”), DME Advisors, L.P., a Delaware limited partnership of which Advisors GP is the general partner (“Advisors”), DME Capital Management, LP, a Delaware limited partnership of which Advisors GP is the general partner (“DME CM”), and Mr. David Einhorn (the “Principal” and, together with Greenlight Inc., Advisors GP, Advisors and DME CM, the “Reporting Persons”). Mr. Einhorn is the principal of each of Greenlight Inc., Advisors GP, Advisors and DME CM. Mr. Einhorn is also a Director of the Issuer.
Greenlight Inc. acts as investment manager for Greenlight Capital, L.P., a Delaware limited partnership (“GCLP”), Greenlight Capital Qualified, L.P., a Delaware limited partnership (“GCQP”), and Greenlight Capital Offshore Partners (“GCO”), a British Virgin Islands partnership. Advisors acts as the investment manager for a managed account (“Managed Account”). DME CM acts as the investment manager for Greenlight Capital Offshore Master (Gold), Ltd., a British Virgin Islands company (“GGOM”), and for Greenlight Capital (Gold), LP, a Delaware limited partnership (“GGLP”). GCLP, GCQP, GCO, Managed Account, GGOM, GGLP and the Reporting Persons are referred to herein collectively as “Greenlight.”
Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set forth in this Schedule 13D, as previously amended.
This Amendment is being filed to amend Items 3, 4, 5 and 6 as follows:
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended to include the information contained in Item 4 below.
Item 4. Purpose of Transaction
Item 4 is hereby amended to add the following information:
On July 1, 2015, Greenlight purchased an aggregate of 8,476,863 shares of the Company’s Common Stock in a registered public offering of shares by the Company (the “Public Offering”), as described in more detail in Item 5 below. Greenlight’s purchase of Common Stock in the Public Offering was funded through working capital.
In connection with the Public Offering, Greenlight entered into lock-up agreements with the Company and the underwriters of the Public Offering which provides, among other things, that Greenlight will not, directly or indirectly, sell or otherwise dispose of any securities of the Company or enter into other transactions that would have the same economic effect, subject to customary exceptions, for a period of at least 90 days. Greenlight also entered into a letter agreement with the Company and the other parties thereto, pursuant to which Greenlight agreed, among other things, to waive their registration rights under the Registration Rights Agreement dated as of October 24, 2014 among Greenlight and the Company, until the expiration of the lock-up period referred to above.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended to add the following information:
(a) and (b) See Items 7-11 of the cover pages.
(c) The following table lists the transactions in the Common Stock that were effected by Greenlight during the sixty day period prior to the filing of this Amendment. All shares of Common Stock listed below were purchased on July 1, 2015 at a price of $10.00 per share in connection with the Public Offering.
| Greenlight Purchaser | No. Shares |
| GCLP | 453,674 |
| GCQP | 2,017,093 |
| GCO | 3,571,553 |
| GGOM | 604,048 |
| GGLP | 612,039 |
| Managed Account | 1,218,456 |
Item 6. Contracts, Agreements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 is hereby amended to add the following exhibits:
Exhibit 99.1 Form of Lock-Up Agreement entered into by Greenlight, the Company and the underwriters of the Public Offering
Exhibit 99.2 Letter agreement among Greenlight, the Company and the other parties thereto
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: July 1, 2015
Greenlight Capital, Inc.
By: /s/DANIEL ROITMAN
Daniel Roitman
Chief Operating Officer
DME Advisors GP, L.L.C.
By: /s/DANIEL ROITMAN
Daniel Roitman
Chief Operating Officer
DME Advisors, L.P.
By: /s/DANIEL ROITMAN
Daniel Roitman
Chief Operating Officer
DME Capital Management, LP
By: /s/DANIEL ROITMAN
Daniel Roitman
Chief Operating Officer
/s/DANIEL ROITMAN**
Daniel Roitman, on behalf of David Einhorn
** The Power of Attorney, executed by David Einhorn authorizing Harry Brandler and Daniel Roitman to sign and file this Schedule 13G on David Einhorn’s behalf, which was filed with a Schedule 13G filed with the Securities and Exchange Commission on July 18, 2005 by the Reporting Persons with respect to the Ordinary Shares of Flamel Technologies S.A., is hereby incorporated by reference.
