greenbrick-69384

	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 21)*

Green Brick Partners, Inc.

(Name of Issuer)

Shares of Common Stock, par value $0.01 per share

(Title of Class of Securities)

392709101

(CUSIP Number)

Greenlight Capital, Inc.

140 East 45th Street, Floor 24

New York, New York 10017

Tel. No.: (212) 973-1900

Attention: Chief Operating Officer

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

- with copies to -

Barry N. Hurwitz

Morgan, Lewis & Bockius LLP

One Federal Street

Boston, MA 02110

(617) 951-8000

September 6, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	Names of Reporting Persons. Greenlight Capital, Inc.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [ ]
3	SEC Use Only
4	Source of Funds (See Instructions): AF, WC, OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
6	Citizenship or Place of Organization. Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7 Sole Voting Power 0
		8 Shared Voting Power 834,545
		9 Sole Dispositive Power 0
		10 Shared Dispositive Power 834,545
11	Aggregate Amount Beneficially Owned by Each Reporting Person 834,545
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13	Percent of Class Represented by Amount in Row (11) 1.8%
14	Type of Reporting Person (See Instructions) CO

1	Names of Reporting Persons. DME Advisors GP, LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [ ]
3	SEC Use Only
4	Source of Funds (See Instructions): AF, WC, OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
6	Citizenship or Place of Organization. Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7 Sole Voting Power 0
		8 Shared Voting Power 11,507,838
		9 Sole Dispositive Power 0
		10 Shared Dispositive Power 11,507,838
11	Aggregate Amount Beneficially Owned by Each Reporting Person 11,507,838
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13	Percent of Class Represented by Amount in Row (11) 25.4%
14	Type of Reporting Person (See Instructions) OO

1	Names of Reporting Persons. DME Advisors, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [ ]
3	SEC Use Only
4	Source of Funds (See Instructions): AF, WC, OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
6	Citizenship or Place of Organization. Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7 Sole Voting Power 0
		8 Shared Voting Power 2,740,190
		9 Sole Dispositive Power 0
		10 Shared Dispositive Power 2,740,190
11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,740,190
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13	Percent of Class Represented by Amount in Row (11) 6.0%
14	Type of Reporting Person (See Instructions) PN

1	Names of Reporting Persons. DME Capital Management, LP
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [ ]
3	SEC Use Only
4	Source of Funds (See Instructions): AF, WC, OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
6	Citizenship or Place of Organization. Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7 Sole Voting Power 0
		8 Shared Voting Power 8,767,648
		9 Sole Dispositive Power 0
		10 Shared Dispositive Power 8,767,648
11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,767,648
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13	Percent of Class Represented by Amount in Row (11) 19.3%
14	Type of Reporting Person (See Instructions) PN

1	Names of Reporting Persons. David Einhorn
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [ ]
3	SEC Use Only
4	Source of Funds (See Instructions): AF, WC, OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
6	Citizenship or Place of Organization. USA
Number of Shares Beneficially Owned by Each Reporting Person With		7 Sole Voting Power 869,110
		8 Shared Voting Power 12,342,383
		9 Sole Dispositive Power 869,110
		10 Shared Dispositive Power 12,342,383
11	Aggregate Amount Beneficially Owned by Each Reporting Person 13,211,493
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13	Percent of Class Represented by Amount in Row (11) 29.1%
14	Type of Reporting Person (See Instructions) IN

AMENDMENT NO. 21 TO SCHEDULE 13D

This Amendment No. 21 to Schedule 13D (the “Amendment”), relating to shares of common stock, par value $0.01 per share (“Common Stock”), of Green Brick Partners, Inc. (f/k/a BioFuel Energy Corp.), a Delaware corporation (the “Issuer” or the “Company”), 2805 Dallas Parkway, Suite 400, Plano, Texas 75093, amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on June 26, 2007, as amended by Amendment No. 1 filed with the Commission on May 4, 2010, Amendment No. 2 filed with the Commission on September 27, 2010, Amendment No. 3 filed with the Commission on September 27, 2010, Amendment No. 4 filed with the Commission on December 17, 2010, Amendment No. 5 filed with the Commission on February 8, 2011, Amendment No. 6 filed with the Commission on April 8, 2011, Amendment No. 7 filed with the Commission on September 6, 2012, Amendment No. 8 filed with the Commission on March 28, 2014, Amendment No. 9 filed with the Commission on June 13, 2014, Amendment No. 10 filed with the Commission on July 16, 2014, Amendment No. 11 filed with the Commission on October 29, 2014, Amendment No. 12 filed with the Commission on July 1, 2015, Amendment No. 13 filed with the Commission on November 16, 2017, Amendment No. 14 filed with the Commission on July 5, 2018, Amendment No. 15 filed with the Commission on January 27, 2021, Amendment No. 16 filed with the Commission on February 10, 2021, Amendment No. 17 filed with the Commission on May 6, 2022, Amendment No. 18 filed with the Commission on August 5, 2022, Amendment No. 19 filed with the Commission on June 30, 2023, and Amendment No. 20 filed with the Commission on August 4, 2023.

This Amendment is being filed on behalf of Greenlight Capital, Inc., a Delaware corporation (“Greenlight Inc.”), DME Advisors GP, LLC, a Delaware limited liability company (“Advisors GP”), DME Advisors, L.P., a Delaware limited partnership of which Advisors GP is the general partner (“Advisors”), DME Capital Management, LP, a Delaware limited partnership of which Advisors GP is the general partner (“DME CM”), and Mr. David Einhorn (the “Principal” and, together with Greenlight Inc., Advisors GP, Advisors and DME CM, the “Reporting Persons”). Mr. Einhorn is the principal of each of Greenlight Inc., Advisors GP, Advisors and DME CM. Mr. Einhorn is also a Director of the Issuer.

Greenlight Inc. acts as investment advisor for Greenlight Capital Offshore Partners, Ltd. (“GCOP, Ltd.”). DME CM acts as investment advisor for Greenlight Capital Offshore Master, Ltd. (“GCOM”) and special purpose vehicles created by GCOP, Ltd. and GCOM (the “SPVs”) and manages a portfolio for a private fund (the “Sub-Account”). DME acts as investment advisor for Solasglas Investments, LP (“SILP”). GCOP, Ltd., GCOM, the SPVs, the Sub-Account, SILP and the Reporting Persons are referred to herein collectively as “Greenlight.”

The filing of this Amendment shall not be construed as an admission that any of the Reporting Persons is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any of the shares of Common Stock reported herein. Pursuant to Rule 13d-4, each of the Reporting Persons disclaims all such beneficial ownership except to the extent of its pecuniary interest in any such shares, if applicable.

Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set forth in this Schedule 13D, as previously amended.

This Amendment is being filed to amend and supplement Items 4, 5, 6 and 7 as follows:

Item 4. Purpose of Transaction.

On September 6, 2023, the Sub-Account, as a selling shareholder, entered into an underwriting agreement (the “Underwriting Agreement”) with the Company and Goldman Sachs & Co. LLC (the “Underwriter”), with respect to an underwritten public offering of 850,000 shares of Common Stock (the “Secondary Offering”). In connection with the Secondary Offering, which closed on September 8, 2023, the Sub-Account sold 850,000 shares of Common Stock at a price of $45.63 per share. The Company did not receive any proceeds from the sale of Common Stock by the Sub-Account.

In connection with the Secondary Offering, certain Greenlight entities and each executive officer and director of the Company (collectively, the “Lock-Up Parties”) entered into a lock-up agreement (the “Lock-Up Agreement”) with the Underwriter pursuant to which, subject to certain exceptions (including the forward sale transactions referenced below), the Lock-Up Parties have agreed not to dispose of or hedge any of their shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock (“Lock-Up Securities”) or make any demand for or exercise any right with respect to the registration of any Lock-Up Securities through the date that is 30 days after the date of the final prospectus used to sell the above-referenced 850,000 shares of Common Stock pursuant to the Underwriting Agreement, except with the prior written consent of the Underwriter.

The foregoing descriptions of the Underwriting Agreement and the Lock-Up Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement and the form of Lock-Up Agreement, which are attached as Exhibit 99.1 and 99.2, respectively, and incorporated into this Item 4 by reference.

In addition, as previously disclosed, in connection with an internal restructuring of certain Greenlight entities, holders of the Class A interests in the SPVs have elected to have a total of approximately two million shares of Common Stock held by the SPVs sold in the intermediate term, likely within the next sixteen months, subject to market conditions and legal, regulatory and other restrictions and limitations. The SPVs, partially in furtherance of those contemplated sales, and another Greenlight entity, to reduce the concentration of its investment portfolio, may in the near future enter into and perform one or more forward sale transactions with the Underwriter or its affiliate, as dealer, with respect to an aggregate of approximately two million shares of Common Stock. Additional shares controlled by Greenlight may be sold in similar or other transactions in the future.

Item 5. Interest in Securities of the Issuer.

(a) and (b) See Items 7-13 of the cover pages.

The percentages reported herein are based on a statement in the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on August 2, 2023 that there were 45,378,678 shares of Common Stock outstanding as of July 26, 2023.

(c) The information described in Item 4 is hereby incorporated by reference into this Item 5(c). The Reporting Persons have not engaged in any other transactions in the Common Shares during the sixty day period prior to the filing of this Schedule 13D that have not previously been reported.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The information described in Item 4 is hereby incorporated by reference into this Item 6.

Item 7. Exhibits.

Exhibit 99.1

Underwriting Agreement (incorporated herein by reference to Exhibit 1.1 to the Current Report on Form 8-K filed by the Company with the Commission on September 8, 2023)

Exhibit 99.2

Form of Lock-Up Agreement (filed herewith)

Exhibit 99.3

Joint Filing Agreement executed by and among the Reporting Persons as of March 28, 2014 (incorporated herein by reference to Exhibit 99.2 to Amendment No. 8 to Schedule 13D relating to shares of Common Stock of the Issuer, as filed by the Reporting Persons with the Commission on March 28, 2014)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: September 8, 2023

Greenlight Capital, Inc.

By: /s/ Daniel Roitman

Daniel Roitman

Chief Operating Officer

DME Advisors GP, L.L.C.

By: /s/ Daniel Roitman

Daniel Roitman

Chief Operating Officer

DME Advisors, L.P.

By: /s/ Daniel Roitman

Daniel Roitman

Chief Operating Officer

DME Capital Management, LP

By: /s/ Daniel Roitman

Daniel Roitman

Chief Operating Officer

/s/ Daniel Roitman**

Daniel Roitman, on behalf of David Einhorn

** The Power of Attorney executed by David Einhorn, authorizing the signatory to sign and file this report on David Einhorn’s behalf, filed as Exhibit 99.1 to the Schedule 13D filed with the Securities and Exchange Commission on August 29, 2019 by the Reporting Persons with respect to the common units of CONSOL Coal Resources, is hereby incorporated by reference.

LOCK-UP AGREEMENT

September [●], 2023

Green Brick Partners, Inc.

2805 Dallas Parkway, Suite 400

Plano, TX 75093

Goldman Sachs & Co. LLC
200 West Street
New York, NY 10282

Ladies and Gentlemen:

As an inducement to Goldman Sachs & Co. LLC (the “Underwriter”) to execute the Underwriting Agreement (the “Underwriting Agreement”), pursuant to which an offering (the “Public Offering”) will be made of the common stock, par value $0.01 per share (the “Securities”), of Green Brick Partners, Inc., a Delaware corporation (including any successor (by merger or otherwise) thereto, the “Company”), the undersigned hereby agrees that during the respective period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any Securities, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities or securities convertible into or exchangeable or exercisable for any Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position in the Securities or securities convertible into or exchangeable or exercisable for any Securities within the meaning of Section 16 of the Exchange Act, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of the Underwriter. In addition, the undersigned agrees that, without the prior written consent of the Underwriter, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities.

The Lock-Up Period will commence on the date of this letter agreement (the “Lock-Up Agreement”) and continue until and include the date that is 30 days after the date of the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement.

Any Securities or securities convertible into or exchangeable or exercisable for any Securities received after the date hereof (including those received upon exercise of options granted to the undersigned) will also be subject to this Lock-Up Agreement. Any Securities or securities convertible into or exchangeable or exercisable for any Securities acquired by the undersigned in the open market after the date of the Underwriting Agreement will not be

subject to this Lock-Up Agreement, provided that, with respect to any sale or other disposition during the applicable Lock-Up Period of Securities or securities convertible into or exchangeable or exercisable for any Securities acquired on the open market, (1) no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), reporting a reduction in ownership of the Securities or securities convertible into or exchangeable or exercisable for any Securities, as compared to the respective ownership as of the date hereof of the Securities or securities convertible into or exchangeable or exercisable therefor, shall be required or voluntarily made during the applicable Lock-Up Period, and (2) the undersigned does not otherwise voluntarily effect any public filing, report or other disclosure regarding such transfers.

Notwithstanding the foregoing, the undersigned may transfer the Securities or securities convertible into or exchangeable or exercisable for any Securities if such transfer is:

(i) as a bona fide gift or gifts;

(ii) by will or intestate succession;

(iii) to a family member or trust for the benefit of the undersigned or a family member;

(iv) if the undersigned is a corporation, partnership, limited liability company or other business entity, part of a distribution, transfer or other distribution to (a) its general or limited partners, members, stockholders or other equity owners, (b) such entity’s parent or to any subsidiary of such entity, (c) any investment fund or similar entity controlled or managed by any such entity, its parent or any subsidiary thereof, or (d) any other entity under common control with the undersigned (for purposes of this paragraph, “parent” shall mean, with respect to any person, any other entity that owns, directly or indirectly, capital stock of or other equity interests in such person having more than 50% of the ordinary voting power in the election of such entity’s directors, managers or similar persons, “subsidiary” shall mean a “majority owned subsidiary” as defined in Rule 405 under the Securities Act of 1933, as amended, and “control” shall mean having the power to elect or appoint a majority of the board of directors or managing members of the person or entity or to direct or cause the direction of management or policies of a person or entity, whether by holding voting securities, by contract or otherwise);

(v) [Reserved];

(vi) the transfer to the Company of the Securities or securities convertible into or exchangeable or exercisable for any Securities upon a vesting event of the Company’s securities or upon the exercise of options or warrants to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis, or the disposition of Securities or securities convertible into or exchangeable or exercisable for any Securities to the Company to satisfy tax withholding obligations of the undersigned in connection with such vesting or exercise; [or]

(vii) the transfer, sale, tender or other disposition of the Securities (or any security convertible into or exercisable or exchangeable for the Securities) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the Securities involving a change in control of the Company (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the undersigned may agree to transfer,

sell, tender or otherwise dispose of the Securities (or any security convertible into or exercisable or exchangeable for the Securities), or vote any Securities in favor of any such transaction); provided, however, that, in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Securities or securities convertible into or exchangeable or exercisable for any Securities owned by the undersigned shall remain subject to the restrictions contained in this Lock-Up Agreement; [or]

(viii) [the entry into and performance of one or more forward sale transactions with the Underwriter or its affiliate, as dealer (each, a “Forward Sale Transaction”), in respect of an aggregate number not to exceed [●] shares, provided that the averaging period used to determine the forward sale price will not commence prior to October 5, 2023]¹;

provided, however, that:

(A) in the case of clauses (i)-(v), it shall be a condition to the transfer that (1) the transferee execute an agreement stating that the transferee is receiving and holding Securities or securities convertible into or exchangeable or exercisable for any Securities subject to the provisions of this Lock-Up Agreement, and (2) except in the case of clauses (iv)(d) and (v), any such transfer shall not involve a disposition for value; and

(B) in the case of clauses (i)-(vii), it shall be a condition to the transfer that (1) no filing under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of the Securities or securities convertible into or exchangeable or exercisable for any Securities shall be required or voluntarily made during the applicable Lock-Up Period, and (2) the undersigned does not otherwise voluntarily effect any public filing, report or other disclosure regarding such transfer; except for, (a) solely in the case of clause (vi), a required filing on Form 4 in connection with a forfeiture to the Company to cover tax obligations of the undersigned in connection with a vesting event, as long as at least two business days’ notice is provided to the Underwriter prior to such proposed filing, the filing shall report such transfer using transaction code “F” and shall include a footnote that such transaction was undertaken solely to satisfy such tax obligation, and (b) solely in the case of clauses (iv) and (v), a required filing on Form 4 or, in the case of clauses (iv)(d) and (v), Schedule 13D in connection with such distribution or transfer, as long as at least two business days’ notice is provided to the Underwriter prior to such proposed filing and the filing shall include a footnote or other explanatory disclosure that such distribution was to a distributee or transferee permitted under clauses (iv) or (v), as the case may be, and (A) with respect to transactions pursuant to clauses (iv)(a)-(c), did not involve a distribution for value and (B) did not result in a reduction in the beneficial ownership of the Securities or securities convertible into or exchangeable or exercisable for any Securities of the undersigned and the entities under common control with the undersigned, when considered on an aggregate basis.

¹ To be included for entities entering into RASR.

In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Securities if such transfer would constitute a violation or breach of this Lock-Up Agreement.

The undersigned further agrees that the foregoing restrictions in this Lock-Up Agreement shall be equally applicable to any Securities the undersigned may purchase in the above-referenced offering.

The undersigned further agrees that, although the Underwriter may provide certain Regulation Best Interest and Form CRS disclosures or other related documentation to the undersigned in connection with the Public Offering, the Underwriters are not making a recommendation to the undersigned to participate in the Public Offering or sell any Securities at the price determined in the Public Offering, and nothing set forth in such disclosures or documentation is intended to suggest that the Underwriter is making such a recommendation.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement.

This Lock-Up Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This Lock-Up Agreement shall become effective upon the execution of the Underwriting Agreement and shall thereafter lapse and become null and void in the event of the termination of the Underwriting Agreement (other than the provisions thereof that survive termination) prior to payment for, and delivery of, the Securities to be sold on the first closing date thereunder. This Lock-Up Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

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