New Home (NWHM) Form 4 New Home / H Lawrence Webb 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^*

Webb H Lawrence

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

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2018

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	02/16/2018		A		31,164(1)	A	$0	848,168	D
Common Stock	02/16/2018		A		6,421(2)	A	$0	28,250(3)	I	Shared Household

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 in equal annual installments on each of the first, second and third anniversaries of February 16, 2018, 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. Represents restricted stock units granted to Joan Marcus Webb (formerly Joan Marcus-Colvin) who is married to the Reporting Person. The restricted stock units granted vest in equal annual installments on each of the first, second, and third anniversaries of February 16, 2018, subject to Ms. Marcus Webb'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. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purposes of Section 16 or for any other purpose.

3. Represents shares and restricted stock units held by Joan Marcus Webb who is married to the Reporting Person. The Reporting Person disclaims any beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Remarks:

The Reporting Person is a party to an Investor Rights Agreement with Joseph Davis, Wayne Stelmar, Thomas Redwitz, IHP Capital Partners VI, LLC, Watt/TNHC LLC and TCN/TNHC LP (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 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. 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 H. Lawrence Webb	02/21/2018
	** 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.