J Thomas Mason Form 4 M I HOMES / J Thomas Mason ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Mason J Thomas

(Last) (First) (Middle)

3 EASTON OVAL

(Street)

COLUMBUS OH 43219

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
M I HOMES INC [ MHO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Ex. VP & Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2019

4. If Amendment, Date of 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

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 Shares	02/19/2019		M		25,000	A	$12.23	38,195	D
Common Shares(1)	02/19/2019		A		22,995	A	$27.62	61,190	D
Common Shares	02/19/2019		S		61,190	D	$27.0059	0	D

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 Securities Underlying Derivative Security (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: 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
Option to Purchase Common Shares	$12.23	02/19/2019		M			25,000	(2)	02/08/2022	Common Shares	25,000	$0	0	D
Option to Purchase Common Shares(3)	$27.62	02/19/2019		A		27,500		12/31/2019(4)	02/19/2029	Common Shares	27,500	$0	27,500	D

Explanation of Responses:

1. These common shares were acquired by the reporting person upon the vesting of an equal number of performance share units on February 19, 2019 that were settled on a one for one basis in common shares.

2. Of the 25,000 options exercised, 5,000 vested on December 31, 2012, 5,000 vested on December 31, 2013, 5,000 vested on December 31, 2014, 5,000 vested on December 31, 2015 and 5,000 vested on December 31, 2016.

3. The Option was granted pursuant to the M/I Homes, Inc. 2018 Long-Term Incentive Plan.

4. Twenty percent (20%) of grant becomes exercisable on December 31 immediately following the date of grant and each of the first four anniversaries thereof.

	/s/Phillip G. Creek, Attorney-in-Fact for J. Thomas Mason	02/20/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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