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*
GTCR GOLDER RAUNER LLC

(Last) (First) (Middle)
6100 SEARS TOWER

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HOMEBANC CORP [ HMB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/09/2006
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, par value $0.01 per share 08/09/2006 J(1) 6,134,966 D $0 0 I by GTCR Fund VII, L.P.(2)
Common Stock, par value $0.01 per share 08/09/2006 J(1) 94,722 D $0 0 I by GTCR Fund Co-Invest, L.P.(2)
Common Stock, par value $0.01 per share 08/09/2006 J(1) 4,211,444 D $0 0 I by GTCR Fund VII/A, L.P.(2)
Common Stock, par value $0.01 per share 08/09/2006 J(3) 597,821 A $0 604,855 I by GTCR Partners VII, L.P(4)(5)
Common Stock, par value $0.01 per share 08/09/2006 J(6) 17,201 A $0 17,201 D
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*
GTCR GOLDER RAUNER LLC

(Last) (First) (Middle)
6100 SEARS TOWER

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GTCR CO INVEST LP

(Last) (First) (Middle)
6100 SEARS TOWER

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GTCR PARTNERS VII L P

(Last) (First) (Middle)
6100 SEARS TOWER

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GTCR FUND VII LP

(Last) (First) (Middle)
6100 SEARS TOWER

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GTCR FUND VII/A L P

(Last) (First) (Middle)
6100 SEARS TOWER

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Reflects a pro rata distribution of shares of HomeBanc Corp.'s Common Stock, par value $0.01 per share (the "Common Stock"), by the reporting person to its general and limited partners on August 9, 2006.
2. GTCR Fund VII, L.P. ("Fund VII"), GTCR Co-Invest, L.P. ("Co-Invest") and GTCR Fund VII/A, L.P. ("Fund VII/A") were direct beneficial owners of shares of Common Stock prior to the transactions set forth in Table I. GTCR is the general partner of GTCR Partners VII, which is the general partner of Fund VII and Fund VII/A. GTCR is also the general partner of Co-Invest. GTCR and GTCR Partners VII may be deemed to be the beneficial owners of shares previously held directly by Fund VII, Co-Invest and Fund VII/A to the extent of their direct and indirect proportionate general partnership interests in Fund VII, Co-Invest and Fund VII/A. The filing of this form shall not be deemed an admission that GTCR or GTCR Partners VII is, for Section 16 purposes or otherwise, the beneficial owner of shares previously held by Fund VII, Co-Invest and Fund VII/A.
3. Consists of shares of Common Stock received by GTCR Partners VII as a result of the distribution by Fund VII and Fund VII/A to its general and limited partners on August 9, 2006.
4. Includes 3,517 shares of Common Stock transferred by each of Edgar D. Jannotta, Jr. and Daniel L. Timm on May 25, 2006.
5. GTCR is the general partner of GTCR Partners VII, which is the direct beneficial owner of 604,855 shares reported in Table I. GTCR may be deemed to be the beneficial owner of 604,855 shares held directly by GTCR Partners VII to the extent of its proportionate general partnership interest in GTCR Partners VII. The filing of this form shall not be deemed an admission that GTCR is, for Section 16 purposes or otherwise, the beneficial owner of shares held by GTCR Partners VII.
6. Consists of shares of Common Stock received by GTCR as a result of the distribution by Co-Invest to its general and limited partners on August 9, 2006.
/s/ Elisabeth M. Martin, under a Power of Attorney filed 07/04/2004 08/11/2006
** 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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