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)
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2. Issuer Name and Ticker or Trading Symbol
Green Brick Partners, Inc. [ GRBK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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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 | 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) | |||||||||||||||
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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 | ||||||||
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). | ||
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. |