Neff Douglas C Form 4 New Home / Douglas C Neff 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^*

Neff Douglas C

(Last) (First) (Middle)

C/O THE NEW HOME COMPANY INC.

85 ENTERPRISE, SUITE 450

(Street)

ALISO VIEJO CA 92656

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
New Home Co Inc. [ NWHM ]

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

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
See "Remarks" below.

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2018

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 Stock	05/22/2018		A		5,982(1)	A	$0	11,053	D
Common Stock								2,431,848	I	By IHP Capital Partners VI, LLC(2)

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

Explanation of Responses:

1. Represents restricted stock units which vest on the earlier of the (i) first anniversary of the grant date and (ii) the date of the next annual meeting of the Company's stockholders, subject to the Reporting Person's continued service with the Issuer through the applicable vesting date. The restricted stock units convert into common stock on a one-for-one basis.

2. These shares are owned directly by IHP Capital Partners VI, LLC, a Delaware limited liability company ("IHP VI LLC"), and indirectly by Douglas C. Neff, who is the president of IHP Capital Partners, a California corporation, which is the General Partner of Institutional Housing Partners VI L.P., a California limited partnership, which is the manager of IHP VI LLC. Mr. Neff disclaims ownership of these shares except to the extent of any pecuniary interest therein.

Remarks:

IHP VI LLC is a party to an Investor Rights Agreement dated February 5, 2014 and amended on May 22, 2018 (as amended, the "IRA"). The current parties to the IRA are IHP VI LLC, Joseph Davis, Thomas Redwitz, Wayne Stelmar and H. Lawrence Webb (collectively, "Group Members"). The original IRA was filed as Exhibit 4.2 of the Company's Annual Report on Form 10-K for the year ended December 31, 2013 and the amendment was filed as Exhibit 10.1 of the Company's Current Report on Form 8-K dated May 22, 2018. Pursuant to the IRA, IHP VI LLC has the right to designate directors for nomination and each of the Group Members has agreed to vote in favor of particular nominees as described in such IRA. The Reporting Person may be deemed to have shared voting power over the shares owned by the other Group Members. The Reporting Person disclaims beneficial ownership of the shares held by the other Group Members and has no pecuniary interest in the shares held by the other Group Members.

	/s/ Miek Harbur, Attorney-in-Fact for Douglas C. Neff	05/24/2018
	** 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).
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