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*
Brickman James R.

(Last) (First) (Middle)
3131 HARVARD AVENUE, SUITE 104

(Street)
DALLAS TX 75205

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Green Brick Partners, Inc. [ GRBK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
10/27/2014
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 10/27/2014 A(1)(2)(3) 1,479,506 A (1)(2)(3) 1,479,506 D
Common Stock 10/27/2014 A(1)(2)(3) 93,468 A (1)(2)(3) 93,468 I By L. Loraine Brickman Revocable Trust
Common Stock 10/27/2014 A(1)(2)(3) 93,468 A (1)(2)(3) 93,468 I By Roger E. Brickman GST Marital Trust
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
Option (right to buy) $7.4861 10/27/2014 A(1)(2)(3) 500,000 (4) 10/27/2024 Common Stock 500,000 (1)(2)(3) 500,000 D
Explanation of Responses:
1. Pursuant the Transaction Agreement (the "Transaction Agreement"), dated as of June 10, 2014, by and among BioFuel Energy Corp. (the "Issuer") and the entities listed on Schedule I and Schedule II of the Transaction Agreement, on October 27, 2014, James R. Brickman indirectly sold interests in certain entities listed in the Transaction Agreement to the Issuer and as partial consideration for the sale of such interests, Mr. Brickman acquired beneficial ownership of 1,479,506 shares of common stock of the Issuer, the L. Loraine Brickman Revocable Trust (the "Revocable Trust") acquired beneficial ownership of 93,468 shares of common stock of the Issuer, and the Roger E. Brickman GST Marital Trust acquired beneficial ownership of 93,468 shares of common stock of the Issuer. (continued in footnote 2)
2. Mr. Brickman may be deemed to indirectly beneficially own the shares of common stock of the Issuer directly held by the Revocable Trust and the Marital Trust by virtue of his position as a co-trustee of the Revocable Trust and the Marital Trust. Mr. Brickman disclaims beneficial ownership of the shares of common stock of the Issuer directly held by the Revocable Trust and the Marital Trust except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Brickman is the beneficial owner of such securities for purposes of Section 16 or any other purpose. Upon the consummation of the transactions pursuant to the Transaction Agreement, Mr. Brickman became a member of the Issuer's Board of Directors (the "Board") and became the Chief Executive Officer of the Issuer. (continued in footnote 3)
3. The Board approved the transactions pursuant to the Transaction Agreement and Mr. Brickman's receipt of beneficial ownership of securities pursuant to the Transaction Agreement in advance of the consummation of the transactions pursuant to the Transaction Agreement. In addition, on October 27, 2014, the Issuer issued options to purchase 500,000 shares of common stock of the Issuer to Mr. Brickman as an incentive award in connection with his employment as Chief Executive Officer of the Issuer. On October 27, 2014, the Issuer filed an amendment to its charter changing its name to Green Brick Partners, Inc.
4. The options vest over a five-year term in equal installments of 100,000, with the first installment vesting on the first anniversary of issuance.
Remarks:
/s/ James R. Brickman 10/29/2014
** 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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