New Home (NWHM) Form 4 Change in insider ownership

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^*

TCN/TNHC LP

(Last) (First) (Middle)

1067 YONGE STREET

(Street)

TORONTO A6 M4W2L2

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	10/31/2017		S(1)		27,289	D	$11.43(2)	1,855,966	D(3)
Common Stock	11/01/2017		S(1)		20,514	D	$11.5(4)	1,835,452	D(3)
Common Stock	11/02/2017		S(1)		15,853	D	$11.11(5)	1,819,599	D(3)

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

1. Name and Address of Reporting Person^*

TCN/TNHC LP

(Last) (First) (Middle)

1067 YONGE STREET

(Street)

TORONTO A6 M4W2L2

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TCN/TNHC GP LLC

(Last) (First) (Middle)

1067 YONGE STREET

(Street)

TORONTO A6 M4W2L2

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TRICON HOUSING PARTNERS US II EQUITY HOLDINGS LP

(Last) (First) (Middle)

1067 YONGE STREET

(Street)

TORONTO A6 M4W2L2

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TRICON HOUSING PARTNERS US II GP LLC

(Last) (First) (Middle)

1067 YONGE STREET

(Street)

TORONTO A6 M4W2L2

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TRICON USA INC.

(Last) (First) (Middle)

1067 YONGE STREET

(Street)

TORONTO A6 M4W2L2

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TRICON HOLDINGS USA LLC

(Last) (First) (Middle)

1067 YONGE STREET

(Street)

TORONTO A6 M4W2L2

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TRICON US TOPCO LLC

(Last) (First) (Middle)

1067 YONGE STREET

(Street)

TORONTO A6 M4W2L2

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TRICON HOLDINGS CANADA INC.

(Last) (First) (Middle)

1067 YONGE STREET

(Street)

TORONTO A6 M4W2L2

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Tricon Capital Group Inc.

(Last) (First) (Middle)

1067 YONGE STREET

(Street)

TORONTO A6 M4W2L2

(City) (State) (Zip)

Explanation of Responses:

1. The sales reported on this line were effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on August 24, 2017.

2. The price reported in Column 4 is a weighted average price. The shares were disposed of in multiple transactions at prices ranging from $11.06 to $11.62, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares disposed of at each separate price within the ranges set forth in this footnote.

3. The shares are held directly by TCN/TNHC LP, whose general partner is TCN/TNHC GP LLC, a Delaware limited liability company, whose sole member is Tricon Housing Partners US II Equity Holdings LP, a Delaware limited partnership, whose general partner is Tricon Housing Partners US II GP LLC, a Delaware limited liability company, whose sole member is Tricon USA Inc., a Delaware corporation, whose sole shareholder is Tricon Holdings USA LLC, a Delaware limited liability company, whose sole member is Tricon US Topco LLC, a Delaware limited liability company, whose sole member is Tricon Holdings Canada Inc., an Ontario corporation, whose sole shareholder is Tricon Capital Group Inc., an Ontario corporation. As a result, each of the foregoing entities (other than TCN/TNHC LP which holds the shares directly) is an indirect beneficial owner of the reported securities.

4. The price reported in Column 4 is a weighted average price. The shares were disposed of in multiple transactions at prices ranging from $11.37 to $11.71, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares disposed of at each separate price within the ranges set forth in this footnote.

5. The price reported in Column 4 is a weighted average price. The shares were disposed of in multiple transactions at prices ranging from $10.85 to $11.37, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares disposed of at each separate price within the ranges set forth in this footnote.

Remarks:

TCN/TNHC LP is a party to an Investor Rights Agreement with Joseph Davis, H. Lawrence Webb, Wayne Stelmar, Thomas Redwitz, IHP Capital Partners VI, LLC, and Watt/TNHC LLC (collectively, "Group Members"), dated February 5, 2014, which was filed as Exhibit 4.2 of the Company's Annual Report on Form 10-K for the year ended December 31, 2013. Pursuant to this Investor Rights Agreement, the entity-parties thereto have 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 Investor Rights Agreement. Each of the reporting persons may be deemed to have shared voting power over the shares owned by the other Group Members. Each of the reporting persons 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 TCN/TNHC LP	11/02/2017
	/s/ Miek Harbur, Attorney-in-Fact for TCN/TNHC GP LLC	11/02/2017
	/s/ Miek Harbur, Attorney-in-Fact for Tricon Housing Partners US II Equity Holdings LP	11/02/2017
	/s/ Miek Harbur, Attorney-in-Fact for Tricon Housing Partners US II GP LLC	11/02/2017
	/s/ Miek Harbur, Attroney-in-Fact for Tricon USA Inc.	11/02/2017
	/s/ Miek Harbur, Attorney-in-Fact for Tricon Holdings USA LLC	11/02/2017
	/s/ Miek Harbur, Attorney-in-Fact for Tricon US Topco LLC	11/02/2017
	/s/ Miek Harbur, Attorney-in-Fact for Tricon Holdings Canada Inc.	11/02/2017
	/s/ Miek Harbur, Attorney-in-Fact for Tricon Capital Group Inc.	11/02/2017
	** 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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