0001574596-17-000143.txt : 20171005 0001574596-17-000143.hdr.sgml : 20171005 20171005204129 ACCESSION NUMBER: 0001574596-17-000143 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20171003 FILED AS OF DATE: 20171005 DATE AS OF CHANGE: 20171005 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tricon Capital Group Inc. CENTRAL INDEX KEY: 0001584425 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36283 FILM NUMBER: 171125637 BUSINESS ADDRESS: STREET 1: 1067 YONGE STREET CITY: TORONTO STATE: A6 ZIP: M4W2L2 BUSINESS PHONE: 416-928-4116 MAIL ADDRESS: STREET 1: 1067 YONGE STREET CITY: TORONTO STATE: A6 ZIP: M4W2L2 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TRICON HOLDINGS CANADA INC. CENTRAL INDEX KEY: 0001633989 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36283 FILM NUMBER: 171125638 BUSINESS ADDRESS: STREET 1: 1067 YONGE STREET CITY: TORONTO STATE: A6 ZIP: M4W2L2 BUSINESS PHONE: 416-928-4116 MAIL ADDRESS: STREET 1: 1067 YONGE STREET CITY: TORONTO STATE: A6 ZIP: M4W2L2 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TCN/TNHC GP LLC CENTRAL INDEX KEY: 0001599308 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36283 FILM NUMBER: 171125644 BUSINESS ADDRESS: STREET 1: 1067 YONGE STREET CITY: TORONTO STATE: A6 ZIP: M4W2L2 BUSINESS PHONE: 416-928-4116 MAIL ADDRESS: STREET 1: 1067 YONGE STREET CITY: TORONTO STATE: A6 ZIP: M4W2L2 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TCN/TNHC LP CENTRAL INDEX KEY: 0001599300 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36283 FILM NUMBER: 171125645 BUSINESS ADDRESS: STREET 1: 1067 YONGE STREET CITY: TORONTO STATE: A6 ZIP: M4W2L2 BUSINESS PHONE: 416-928-4116 MAIL ADDRESS: STREET 1: 1067 YONGE STREET CITY: TORONTO STATE: A6 ZIP: M4W2L2 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TRICON XI GP LLC CENTRAL INDEX KEY: 0001599306 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36283 FILM NUMBER: 171125642 BUSINESS ADDRESS: STREET 1: 1067 YONGE STREET CITY: TORONTO STATE: A6 ZIP: M4W2L2 BUSINESS PHONE: 416-928-4116 MAIL ADDRESS: STREET 1: 1067 YONGE STREET CITY: TORONTO STATE: A6 ZIP: M4W2L2 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TRICON US TOPCO LLC CENTRAL INDEX KEY: 0001666639 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36283 FILM NUMBER: 171125639 BUSINESS ADDRESS: STREET 1: 1067 YONGE STREET CITY: TORONTO STATE: A6 ZIP: M4W 2L2 BUSINESS PHONE: 416-928-4334 MAIL ADDRESS: STREET 1: 1067 YONGE STREET CITY: TORONTO STATE: A6 ZIP: M4W 2L2 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TRICON USA INC. CENTRAL INDEX KEY: 0001599289 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36283 FILM NUMBER: 171125641 BUSINESS ADDRESS: STREET 1: 1067 YONGE STREET CITY: TORONTO STATE: A6 ZIP: M4W2L2 BUSINESS PHONE: 416-928-4116 MAIL ADDRESS: STREET 1: 1067 YONGE STREET CITY: TORONTO STATE: A6 ZIP: M4W2L2 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TRICON HOLDINGS USA LLC CENTRAL INDEX KEY: 0001633949 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36283 FILM NUMBER: 171125640 BUSINESS ADDRESS: STREET 1: 1067 YONGE STREET CITY: TORONTO STATE: A6 ZIP: M4W2L2 BUSINESS PHONE: 416-928-4116 MAIL ADDRESS: STREET 1: 1067 YONGE STREET CITY: TORONTO STATE: A6 ZIP: M4W2L2 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TRICON XI EQUITY HOLDINGS LP CENTRAL INDEX KEY: 0001599323 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36283 FILM NUMBER: 171125643 BUSINESS ADDRESS: STREET 1: 1067 YONGE STREET CITY: TORONTO STATE: A6 ZIP: M4W2L2 BUSINESS PHONE: 416-928-4116 MAIL ADDRESS: STREET 1: 1067 YONGE STREET CITY: TORONTO STATE: A6 ZIP: M4W2L2 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: New Home Co Inc. CENTRAL INDEX KEY: 0001574596 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 270560089 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 85 ENTERPRISE STE 450 CITY: ALISO VIEJO STATE: CA ZIP: 92656 BUSINESS PHONE: 9493827800 MAIL ADDRESS: STREET 1: 85 ENTERPRISE STE 450 CITY: ALISO VIEJO STATE: CA ZIP: 92656 FORMER COMPANY: FORMER CONFORMED NAME: New Home Co LLC DATE OF NAME CHANGE: 20130417 4 1 wf-form4_150725047463255.xml FORM 4 X0306 4 2017-10-03 0 0001574596 New Home Co Inc. NWHM 0001599300 TCN/TNHC LP 1067 YONGE STREET TORONTO A6 M4W2L2 ONTARIO, CANADA 0 0 0 1 See "Remarks"below. 0001599308 TCN/TNHC GP LLC 1067 YONGE STREET TORONTO A6 M4W2L2 ONTARIO, CANADA 0 0 1 0 0001599323 TRICON XI EQUITY HOLDINGS LP 1067 YONGE STREET TORONTO A6 M4W2L2 ONTARIO, CANADA 0 0 1 0 0001599306 TRICON XI GP LLC 1067 YONGE STREET TORONTO A6 M4W2L2 ONTARIO, CANADA 0 0 1 0 0001599289 TRICON USA INC. 1067 YONGE STREET TORONTO A6 M4W2L2 ONTARIO, CANADA 0 0 0 1 See "Remarks" below. 0001633949 TRICON HOLDINGS USA LLC 1067 YONGE STREET TORONTO A6 M4W2L2 ONTARIO, CANADA 0 0 0 1 See Remarks 0001666639 TRICON US TOPCO LLC 1067 YONGE STREET TORONTO A6 M4W2L2 ONTARIO, CANADA 0 0 0 1 See remarks 0001633989 TRICON HOLDINGS CANADA INC. 1067 YONGE STREET TORONTO A6 M4W2L2 ONTARIO, CANADA 0 0 0 1 See remarks 0001584425 Tricon Capital Group Inc. 1067 YONGE STREET TORONTO A6 M4W2L2 ONTARIO, CANADA 0 0 0 1 See remarks Common Stock 2017-10-03 4 S 0 5700 11.39 D 1910627 D Common Stock 2017-10-04 4 S 0 7600 11.50 D 1903027 D Common Stock 2017-10-05 4 S 0 4144 11.49 D 1898883 D The sales reported on this line were effected pursuant to a Rule 10b5-1 plan adopted by TCN/TNHC LP on August 24, 2017. The price reported in Column 4 is a weighted average price. The shares were acquired in multiple transactions at prices ranging from $11.19 to $11.50, inclusive. TCN/TNHC LP undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the ranges set forth in this footnote. The shares are held directly by TCN/TNHC LP, whose general partner is TCN/TNHC GP LLC, a Delaware limited liability company, whose sole member is Tricon Housing Partners US II Equity Holdings LP, a Delaware limited partnership, whose general partner is Tricon Housing Partners US II GP LLC, a Delaware limited liability company, whose sole member is Tricon USA Inc., a Delaware corporation, whose sole shareholder is Tricon Holdings USA LLC, a Delaware limited liability company, whose sole member is Tricon US Topco LLC, a Delaware limited liability company, whose sole member is Tricon Holdings Canada Inc., an Ontario corporation, whose sole shareholder is Tricon Capital Group Inc., an Ontario corporation. As a result, each of the foregoing entities (other than TCN/TNHC LP which holds the shares directly) is an indirect beneficial owner of the reported securities. The price reported in Column 4 is a weighted average price. The shares were acquired in multiple transactions at prices ranging from $11.35 to $11.55, inclusive. TCN/TNHC LP undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the ranges set forth in this footnote. The price reported in Column 4 is a weighted average price. The shares were acquired in multiple transactions at prices ranging from $11.36 to $11.55, inclusive. TCN/TNHC LP undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the ranges set forth in this footnote. TCN/TNHC LP is a party to an Investor Rights Agreement with Joseph Davis, H. Lawrence Webb, Wayne Stelmar, Thomas Redwitz, IHP Capital Partners VI, LLC, and Watt/TNHC LLC (collectively, "Group Members"), dated February 5, 2014, which was filed as Exhibit 4.2 of the Company's Annual Report on Form 10-K for the year ended December 31, 2013. Pursuant to this Investor Rights Agreement, the entity-parties thereto have the right to designate directors for nomination and each of the Group Members has agreed to vote in favor of particular nominees as described in such Investor Rights Agreement. Each of the reporting persons may be deemed to have shared voting power over the shares owned by the other Group Members. Each of the reporting persons disclaims beneficial ownership of the shares held by the other Group Members and has no pecuniary interest in the shares held by the other Group Members. /s/ Dave Norman, Attorney-in-Fact for TCN/TNHC LP 2017-10-05 /s/ Dave Norman, Attorney-in-Fact for TCN/TNHC GP LLC 2017-10-05 /s/ Dave Norman, Attorney-in-Fact for Tricon Housing Partners US II Equity Holdings LP 2017-10-05 /s/ Dave Norman, Attorney-in-Fact for Tricon Housing Partners US II GP LLC 2017-10-05 /s/ Dave Norman, Attorney-in-Fact for Tricon USA Inc. 2017-10-05 /s/ Dave Norman, Attorney-in-Fact for Tricon Holdings USA LLC 2017-10-05 /s/ Dave Norman, Attorney-in-Fact for Tricon US Topco LLC 2017-10-05 /s/ Dave Norman, Attorney-in-Fact for Tricon Holdings Canada Inc. 2017-10-05 /s/ Dave Norman, Attorney-in-Fact for Tricon Capital Group Inc. 2017-10-05 EX-24 2 a1503039834_4xusbank-housi.htm POWER OF ATTORNEY

POWER OF ATTORNEY
TCN/TNHC LP

With respect to holdings of and transactions in securities issued by The New Home Company Inc. (the "Company"), each of the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as such undersigned's true and lawful attorney-in-fact to:
1. prepare, execute in such undersigned's name and on such undersigned's behalf, and submit to the United States Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain and/or regenerate codes and passwords enabling such undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC;
2. execute for and on behalf of such undersigned, Forms 3, 4, and 5 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder;
3. do and perform any and all acts for and on behalf of such undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and
4. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, such undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of such undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in the discretion of such attorney-in-fact.
       Each of the undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-facts substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.
       Each of the undersigned acknowledges that the attorneys-in-fact, in serving in such capacity at the request of such undersigned, are not assuming, nor is any Company assuming, any of such undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.
       This Power of Attorney shall remain in full force and effect with respect to each of the undersigned until such undersigned is no longer required to file Forms 3, 4, and 5 with respect to such undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by such undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of this 2nd day of October, 2017.

TCN/TNHC LP

By:    TCN/TNHC GP LLC,
Its:    General Partner


By:      /s/ David Veneziano
Name:    David Veneziano
Title:     Vice President, General Counsel and Secretary


TCN/TNHC GP LLC

By:    Tricon Housing Partners US II Equity Holdings LP,
Its:    Sole Member

By:    Tricon Housing Partners US II GP LLC,
Its:    General Partner


By:      /s/ David Veneziano
Name:    David Veneziano
Title:     Vice President, General Counsel and Secretary


TRICON HOUSING PARTNERS US II EQUITY HOLDINGS LP

By:    Tricon Housing Partners US II GP LLC,
Its:    General Partner


By:      /s/ David Veneziano
Name:    David Veneziano
Title:     Vice President, General Counsel and Secretary


TRICON HOUSING PARTNERS US II GP LLC


By:     /s/ David Veneziano
Name:    David Veneziano
Title:     Vice President, General Counsel and Secretary



TRICON USA INC.


By:      /s/ David Venaziano
Name:    David Veneziano
Title:     Vice President, General Counsel and Secretary


TRICON HOLDINGS USA LLC


By:      /s/ David Veneziano
Name:    David Veneziano
Title:     Vice President, General Counsel and Secretary


TRICON US TOPCO LLC


By:      /s/ David Veneziano
Name:    David Veneziano
Title:     Vice President, General Counsel and Secretary


TRICON HOLDINGS CANADA INC.


By:      /s/ David Veneziano
Name:    David Veneziano
Title:     Vice President, General Counsel and Secretary


TRICON CAPITAL GROUP INC.


By:      /s/ David Veneziano
Name:    David Veneziano
Title:     Vice President, General Counsel and Secretary

Schedule A

Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution

1.  Miek Harbur, Vice President, General Counsel and Secretary
2.  Mark Kawanami, Senior Vice President and Asst. Secretary
3.  Dave Norman, Vice President, Corporate Controller
4.  John Stephens, Chief Financial Officer and Asst. Secretary