Calculation of Filing Fee Tables
Form S-3
(Form Type)
Green Brick Partners, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type | Security Class Title | Fee Calculation Or Carry | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | |
Newly Registered Securities | ||||||||
Fees to Be Paid | Equity | Common Stock, par value $0.01 per share | Rule 456(b) and Rule 457(r) | (1) | (1) | (1) | (2) | (2) |
Equity | Preferred Stock, par value $0.01 per share | Rule 456(b) and Rule 457(r) | (1) | (1) | (1) | (2) | (2) | |
Equity | Depositary Shares | Rule 456(b) and Rule 457(r) | (1) | (1) | (1) | (2) | (2) | |
Debt | Debt Securities | Rule 456(b) and Rule 457(r) | (1) | (1) | (1) | (2) | (2) | |
Other | Warrants | Rule 456(b) and Rule 457(r) | (1) | (1) | (1) | (2) | (2) | |
Fees Previously Paid | — | — | — | — | — | — | — | — |
Carry Forward Securities | ||||||||
Carry Forward Securities | — | — | — | — | — | — | — | — |
Total Offering Amounts | — | — | — | |||||
Total Fees Previously Paid | — | — | ||||||
Total Fee Offsets | — | $92,408.43(4) | ||||||
Net Fee Due | — | — |
Table 2: Fee Offset Claims and Sources
Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source | |
Rule 457(p) | |||||||||||
Fee Offset Claims | Green Brick Partners, Inc. | S-3 | 333-250977 | November 25, 2020 | $49,095.00(3) | Unallocated (Universal) Shelf | (3) | (3) | $450,000,000.00 | ||
Fee Offset Claims | Green Brick Partners, Inc. | S-3 | 333-250977 | November 25, 2020 | $43,313.43 (3) | Equity | Common Stock, par value $0.01 per share | 17,268,668 | $397,006,677.32 | ||
Fee Offset Sources | Green Brick Partners, Inc. | S-3 | 333-250977 | November 25, 2020 | $76,075.93(3) | ||||||
Fee Offset Sources | Green Brick Partners, Inc. | S-3 | 333-223610 | March 13, 2018 | $16,332.50(3) |
(2) | In accordance with Rule 456(b) and 457(r) under the Securities Act, Green Brick Partners, Inc. (the “Registrant”) is deferring payment of all registration fees and will pay the registration fees subsequently in advance or on a “pay-as-you-go” basis, except for $92,408.43 that the Registrant is entitled to offset pursuant to Rule 457(p) for fees paid with respect to unsold securities as described below. |
(3) | The Registrant previously registered common stock issuable by the Registrant with an aggregate maximum offering price of $175,000,000 pursuant to a shelf registration statement on Form S-3, as amended (File No. 333-223610) filed with the Securities and Exchange Commission on March 13, 2018 (the “2018 Registration Statement”). In connection with the 2018 Registration Statement, the Registrant paid a registration fee in the amount of $21,787.50 and no securities were sold by the Registrant thereunder. Pursuant to Rule 457(p) under the Securities Act, the registration fee was consequently transferred in full to the Registration Statement on Form S-3, as amended (File No. 333-250977), which was filed on November 25, 2020 (the “2020 Registration Statement”) which registered (i) an indeterminate amount of securities issuable by the Registrant having an aggregate offering price of up to $500,000,000 (the “Primary Securities”) and (ii) 24,118,668 shares of common stock of the Registrant (the “Secondary Shares”) for the resale by certain selling stockholders. |
In connection with the 2020 Registration Statement, the Registrant (i) offset the registration fee of $54,550.00 due in connection with the Primary Securities by $21,787.50 and paid the remaining balance of $32,762.50 and (ii) paid a registration fee of $60,494.66 due in connection with the Secondary Shares. |
Under the 2020 Registration Statement, the Registrant only sold $50,000,000 of the Primary Securities and the filing fee attributable to such sale was $5,445.00 (calculated at the fee rate in effect on the filing date of the 2020 Registration Statement, or 0.00010910), leaving $49,095.00 in previously paid and unused fees available as an offset against the registration fee due from time to time under this registration statement in connection with any future issuance by the Registrant of any of the securities of each identified class registered hereunder. |
Under the 2020 Registration Statement, there were 6,850,000 of the Secondary Shares sold by certain of the selling stockholders named therein. The filing fee attributable to such sales of Secondary Shares was $17,181.23 (calculated at the fee rate in effect on the filing date of the 2020 Registration Statement, or 0.00010910), leaving $43,313.43 in previously paid and unused fees available as an offset against the registration fee due from time to time under this registration statement for the resale of the Registrant’s common stock by certain selling stockholders. |
(4) | Pursuant to Rule 457(p) under the Securities Act, the Registrant is offsetting the registration fees due from time to time under this registration statement by $92,408.43, which represents a portion of the registration fees previously paid and unused with respect to the 2018 Registration Statement and the 2020 Registration Statement, as described above. Concurrently with the filing of this registration statement, any offering of unsold Primary Securities and Secondary Shares pursuant to the 2020 Registration Statement is hereby terminated and the full unused amount of the registration fees transferred to and concurrently paid on the 2020 Registration Statement shall be applied to offset any registration fees due from time to time for this registration statement. |