| 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 New Home Co Inc. [ NWHM ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/04/2019 | ||||||||||||||||||||||||||
| 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 | 03/04/2019 | S | 15,787 | D | $5.55(1) | 51,565 | D | |||
| Common Stock | 03/05/2019 | S | 6,622 | D | $5.31(2) | 44,943 | D | |||
| Common Stock | 03/06/2019 | S | 6,102 | D | $5.03(3) | 38,841 | D | |||
| Common Stock | 443,322 | I | By Trust | |||||||
| 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 | ||||||||
| Explanation of Responses: |
| 1. The price reported in Column 4 is a weighted average price. The shares were disposed of in multiple transactions at prices ranging from $5.36 to $5.80, 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. |
| 2. The price reported in Column 4 is a weighted average price. The shares were disposed of in multiple transactions at prices ranging from $5.18 to $5.59, 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 price reported in Column 4 is a weighted average price. The shares were disposed of in multiple transactions at prices ranging from $5.00 to $5.13, 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: |
| The Reporting Person 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 Wayne Stelmar, Joseph Davis, Thomas Redwitz, H. Lawrence Webb and IHP Capital Partners VI, LLC (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 Capital Partners VI, LLC has the right to designate a director 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/ John M. Stephens, Attorney-in-Fact for Thomas Redwitz | 03/06/2019 | |
| ** 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. | ||
