SEC FORM 4 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).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
LAFFER ARTHUR B

(Last) (First) (Middle)
300 CRESCENT COURT
SUITE 700

(Street)
DALLAS TX 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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/24/2025
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 04/03/2025 M 1,781 A (1) 5,636.142(2) D
Common Stock 51,868.585(2)(3) I By limited liability company(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Profits Interest Units(5) (5) 03/24/2025 C 2,233 (5) (5) Class C OP Units(6) 2,233 $0 0 D
Class C OP Units(6) (6) 03/24/2025 C 2,233 (6) (6) Common Stock 2,233 $0 2,233 D
Restricted Stock Units (1) 04/03/2025 A 2,202 (7) (7) Common Stock 2,202 $0 2,202 D
Restricted Stock Units (1) 04/03/2025 M 1,781 (8) (8) Common Stock 1,781 $0 0 D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of common stock of VineBrook Homes Trust, Inc. (the "Issuer").
2. Includes shares of common stock acquired under the distribution reinvestment plan of the Issuer.
3. Includes 26,246.405 shares held by the limited liability company referenced in Footnote 4 which were inadvertently previously reported as directly held.
4. The reporting person holds these shares indirectly through a limited liability company which the reporting person controls. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
5. Represents Profits Interest Units ("Profits Units") in VineBrook Homes Operating Partnership, L.P., the Issuer's operating partnership (the "OP"). Each Profits Unit can be converted into one Class C common unit of the OP (an "OP Unit") in the OP following vesting; provided the book-up target (as defined in the OP limited partnership agreement) for the Profit Units equals zero. The Profits Units were granted on November 21, 2019 and fully vested on November 21, 2020. The Profits Units converted into OP Units on March 24, 2025.
6. The OP Units are redeemable, beginning one year from issuance, for cash equal to the then-current market value of one share of the Issuer's common stock or, at the election of the Issuer, for shares of the Issuer's common stock on a one-for-one basis. Following the conversion of the Profits Units on March 24, 2025, the OP Units are fully vested as of the date of issuance. The OP Units have no expiration date.
7. On April 3, 2025, the reporting person was granted 2,202 restricted stock units, which will vest on April 3, 2026. Settlement will generally occur within 30 days of vesting and may at the discretion of the Compensation Committee be settled in cash.
8. On April 3, 2024, the reporting person was granted 1,781 restricted stock units, which vested on April 3, 2025. Settlement will generally occur within 30 days of vesting and may at the discretion of the Compensation Committee be settled in cash.
Remarks:
Exhibit List: Exhibit 24 – Power of Attorney
/s/ Paul Richards, as attorney-in-fact for Arthur Laffer 04/07/2025
** 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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