SEC FORM 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sprong Dana

(Last)

(First)

(Middle)

300 CRESCENT COURT, SUITE 700

(Street)

DALLAS

75201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VINEBROOK HOMES TRUST, INC. [ NA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class C OP Units⁽¹⁾	⁽²⁾	08/03/2023		A⁽³⁾		73,424.09		⁽²⁾	⁽²⁾	Class A Common Stock	73,424.09	$59.85	385,239.169⁽⁴⁾⁽⁵⁾	D
Class C OP Units⁽¹⁾	⁽²⁾	08/03/2023		J⁽⁶⁾			385,239.169	⁽²⁾	⁽²⁾	Class A Common Stock	385,239.169	$0	0	D
Class C Common Units⁽⁶⁾	⁽⁶⁾	08/03/2023		A⁽⁶⁾		385,239.169		⁽⁶⁾	⁽⁶⁾	Class C OP Units	385,239.169	$0	385,239.169	D
Profit Interest Units⁽⁷⁾	⁽⁷⁾	08/03/2023		A⁽⁸⁾		237,944.16		⁽⁷⁾	⁽⁷⁾	Class C OP Units	237,944.16	$0	484,563.16	D
Profit Interest Units⁽⁷⁾	⁽⁷⁾	08/03/2023		J⁽⁶⁾			484,563.16	⁽⁷⁾	⁽⁷⁾	Class C OP Units	484,563.16	$0	0	D
Profits LTIP Units⁽⁶⁾	⁽⁶⁾	08/03/2023		A⁽⁶⁾		484,563.16		⁽⁶⁾	⁽⁶⁾	Profit Interest Units	484,563.16	$0	484,563.16	D

Explanation of Responses:

1. Represents Class C common units of limited partnership interest ("OP Units") in VineBrook Homes Operating Partnership, L.P., the operating partnership (the "OP") of the Issuer.

2. The OP Units are redeemable, beginning one year from issuance, for cash or, at the election of the Issuer, for shares of the Issuer's Class A common stock on a one-for-one basis. The OP Units are vested as of the date of issuance. The OP Units have no expiration date.

3. Represents OP Units received as consideration pursuant to a Contribution Agreement (the "Contribution Agreement"), by and between VineBrook Management, LLC, VineBrook Development Corporation, VineBrook Homes Realty Company, Inc., VineBrook Homes Services Company, Inc., the Reporting Person and other individuals party thereto (each a "Contributor" and collectively, the "Contributors"), VineBrook Homes, LLC (the "Manager") and the OP, dated August 3, 2023, the Contributors contributed their equity in the Manager to the OP in exchange for a number of OP Units calculated pursuant to the Contribution Agreement (the "Contribution").

4. Includes OP Units acquired under the OP's distribution reinvestment plan.

5. Includes 100,681.55 OP Units received by the Reporting Person as a liquidating distribution from VineBrook Special Interest Holder LLC prior to the Contribution and 19,107.50 OP Units received by the Reporting Person as a liquidating distribution from VineBrook Annex B GP, LLC, which were exempt from reporting pursuant to Rule 16a-13 promulgated under the Securities Exchange Act of 1934. In prior reports, the Reporting Person reported beneficial ownership of all shares held by VineBrook Special Interest Holder LLC and VineBrook Annex B GP, LLC. Prior to the liquidating distribution, VineBrook Special Interest Holder LLC held 326,687.99 OP Units and VineBrook Annex B GP, LLC held 32,479.18, which are no longer reported herein.

6. Immediately following the Contribution, the Reporting Person contributed (i) all directly held OP Units to VineBrook Management Holdings, LLC ("Holdco") in exchange for Class C common units of membership interest in Holdco ("HoldCo Class C Units") on a one-for-one basis and (ii) all directly held Profits Units (defined below) to Holdco in exchange for profits LTIP units of membership interest in Holdco ("Holdco Profits Units") on a one-for-one basis. The HoldCo Class C Units and Holdco Profits Units have substantially similar transfer, conversion and economic rights as if the Reporting Person held the OP Units or Profits Units, respectively, directly. The HoldCo Class C Units are vested as of the date of issuance and have no expiration date. The Holdco Profits Units vest on the terms of the Profits Units underlying them.

7. Represents Profits Interest Units ("Profits Units") in the OP. Each Profits Unit can be converted into one OP Unit in the OP following vesting; provided the book-up target (as defined in the OP limited partnership agreement) for the Profit Units equals zero.

8. On August 3, 2023, the Reporting Person was granted 237,944.16 Profits Units. The Profits Units will vest on February 28, 2026.

Remarks:

Senior Vice President of Acquisitions & Dispositions

	/s/ Brian Mitts, as attorney-in-fact for Dana Sprong	08/09/2023
	** 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).
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