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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Green Brick Partners, Inc. [ GRBK ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 07/02/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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, par value $0.01 per share | 8,922 | D | ||||||||
Common Stock, par value $0.01 per share | 07/02/2018 | J(10) | 421,400 | D | $10.1 | 869,410 | I(1)(2)(3) | See Footnote(4) | ||
Common Stock, par value $0.01 per share | 07/02/2018 | J(10) | 1,007,900 | D | $10.1 | 4,731,203 | I(1)(2)(3) | See Footnote(5) | ||
Common Stock, par value $0.01 per share | 07/02/2018 | J(10) | 2,929,700 | D | $10.1 | 7,232,208 | I(1)(2)(3) | See Footnote(6) | ||
Common Stock, par value $0.01 per share | 07/02/2018 | J(10) | 1,967,600 | A | $10.1 | 3,708,995 | I(1)(2)(3) | See Footnote(7) | ||
Common Stock, par value $0.01 per share | 07/02/2018 | J(10) | 2,391,400 | A | $10.1 | 4,110,059 | I(1)(2)(3) | See Footnote(8) | ||
Common Stock, par value $0.01 per share | 3,466,793 | I(1)(2)(3) | See Footnote(9) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. David Einhorn is the president of Greenlight Capital, Inc. ("Greenlight Inc.") and the senior manager of DME Advisors GP, LLC ("DME GP"). DME GP is the general partner of DME Advisors, LP ("DME") and DME Capital Management, LP ("DME CM"). Mr. Einhorn may be deemed to beneficially own the securities reported herein by virtue of his positions with respect to Greenlight Inc. and DME GP. |
2. The foregoing entities control the disposition and voting of shares of common stock (the "Shares") of Green Brick Partners, Inc. owned by the following entities: Greenlight Capital, L.P. ("GCLP"), Greenlight Capital Qualified, L.P. ("GCQP"), Greenlight Capital Offshore Partners ("GCOP"), Greenlight Capital (Gold), LP ("GGLP"), Greenlight Capital Offshore Master (Gold), Ltd. ("GGOM"), and an account managed by DME (the "Managed Account," and, together with GCLP, GCQP, GCOP, GGLP, GGOM, Greenlight Inc., DME GP, DME, DME CM and Mr. Einhorn, the "Greenlight Parties"), in the respective capacities and quantities further described in the footnotes below. |
3. Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), the Greenlight Parties disclaim beneficial ownership of the Shares except to the extent of their respective pecuniary interests therein. The filing of this Form 4 shall not be construed as an admission that any of the Greenlight Parties is or was for the purposes of Section 16(a) of the Act, or otherwise, the beneficial owner of any of the Shares owned by GCLP, GCQP, GCOP, GGLP, GGOM or the Managed Account. |
4. Greenlight Inc. controls the voting and disposition of 869,410 Shares held for the account of GCLP, of which Greenlight Inc. acts as investment manager. |
5. Greenlight Inc. controls the voting and disposition of 4,731,203 Shares held for the account of GCQP, of which Greenlight Inc. acts as investment manager. |
6. Greenlight Inc. controls the voting and disposition of 7,232,208 Shares held for the account of GCOP, of which Greenlight Inc. acts as investment manager. |
7. DME CM controls the voting and disposition of 3,708,995 Shares held for the account of GGLP, of which DME CM acts as investment manager. |
8. DME CM controls the voting and disposition of 4,110,059 Shares held for the account of GGOM, of which DME CM acts as investment manager. |
9. DME controls the voting and disposition of 3,466,793 Shares held for the account of the Managed Account, for which DME serves as the investment manager. |
10. The transactions reported herein represent an internal reallocation of Shares among the Greenlight Parties. |
Remarks: |
* The Power of Attorney executed by David Einhorn, authorizing the signatory to sign and file this Form 4 on David Einhorn's behalf, filed as Exhibit 99.2 to the Schedule 13G filed with the Securities and Exchange Commission on May 24, 2010 by the Reporting Persons with respect to the common stock of NCR Corporation, is hereby incorporated by reference. |
/s/ Harry Brandler*, attorney-in-fact for David Einhorn | 07/05/2018 | |
/s/ Harry Brandler, Chief Financial Officer of Greenlight Capital, Inc. | 07/05/2018 | |
/s/ Harry Brandler, Chief Financial Officer of DME Advisors GP, L.L.C., General Partner of DME Advisors, L.P. | 07/05/2018 | |
/s/ Harry Brandler, Chief Financial Officer of DME Capital Management, L.P. | 07/05/2018 | |
/s/ Harry Brandler, Chief Financial Officer of DME Advisors GP, L.L.C. | 07/05/2018 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |