Ryan McGarry Form 4 VINEBROOK HOMES TRUST / Ryan McGarry 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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OMB Number:			3235-0287
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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^*

McGarry Ryan

(Last)

(First)

(Middle)

300 CRESCENT COURT, SUITE 700

(Street)

DALLAS

75201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VINEBROOK HOMES TRUST, INC. [ NA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/04/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class C OP Units⁽¹⁾	⁽²⁾	10/04/2021		P		2,813.876		⁽²⁾	⁽²⁾	Class A Common Stock	2,813.876	$46.46	100,303.321⁽³⁾	D
Class C OP Units⁽¹⁾	⁽²⁾	01/07/2022		P		15,570.261		⁽²⁾	⁽²⁾	Class A Common Stock	15,570.261	$51.38	116,940.412⁽³⁾	D
Class C OP Units⁽¹⁾	⁽²⁾	01/20/2022		P		2,489.199		⁽²⁾	⁽²⁾	Class A Common Stock	2,489.199	$52.52	119,429.611	D
Class C OP Units⁽¹⁾	⁽²⁾	03/11/2022		P		3,356.557		⁽²⁾	⁽²⁾	Class A Common Stock	3,356.557	$54.14	122,786.168	D
Class C OP Units⁽¹⁾	⁽²⁾	03/31/2022		P		21,241.226		⁽²⁾	⁽²⁾	Class A Common Stock	21,241.226	$54.14	145,244.126⁽³⁾	D
Class C OP Units⁽¹⁾	⁽²⁾	04/11/2022		P		2,252.071		⁽²⁾	⁽²⁾	Class A Common Stock	2,252.071	$58.05	147,496.197	D
Class C OP Units⁽¹⁾	⁽²⁾	07/11/2022		P		2,147.737		⁽²⁾	⁽²⁾	Class A Common Stock	2,147.737	$60.87	150,993.003⁽³⁾	D
Class C OP Units⁽¹⁾	⁽²⁾	08/31/2022		P		27,888.446		⁽²⁾	⁽²⁾	Class A Common Stock	27,888.446	$62.75	178,881.449	D
Class C OP Units⁽¹⁾	⁽²⁾	10/10/2022		P		2,140.353		⁽²⁾	⁽²⁾	Class A Common Stock	2,140.353	$61.08	182,419.781⁽³⁾	D
Class C OP Units⁽¹⁾	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	32,479.177		32,479.177	I	See Footnote⁽⁴⁾
Class C OP Units⁽¹⁾	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	323,880.332		323,880.332⁽³⁾	I	See Footnote⁽⁵⁾

Explanation of Responses:

1. Represents common units of limited partnership interest ("OP Units") in VineBrook Homes Operating Partnership, L.P., the operating partnership (the "OP") of VineBrook Homes Trust, Inc. (the "Issuer").

2. The OP Units are redeemable, beginning one year from issuance, for cash or, at the election of the Issuer, for shares of the Issuer's Class A common stock on a one-for-one basis. The OP Units are vested as of the date of issuance. The OP Units have no expiration date.

3. Includes OP Units acquired under the OP's distribution reinvestment plan.

4. Represents OP Units held directly by VineBrook Annex B GP, LLC, holdings of which the reporting person may be deemed to indirectly beneficially own. The reporting person disclaims beneficial ownership of such OP Units except to the extent of his pecuniary interest therein.

5. Represents OP Units held directly by VineBrook Special Interest Holder, LLC, holdings of which the reporting person may be deemed to indirectly beneficially own. The reporting person disclaims beneficial ownership of such OP Units except to the extent of his pecuniary interest therein.

Remarks:

Senior Vice President of Asset Management

	/s/ Brian Mitts, as attorney-in-fact for Ryan McGarry	04/12/2023
	** 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.

Ryan McGarry Form 4VINEBROOK HOMES TRUST / Ryan McGarry ownership change