SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Richards Paul

(Last)

(First)

(Middle)

300 CRESCENT COURT

SUITE 700

(Street)

DALLAS

75201

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/26/2024

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,423.402	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Common Stock	7,094	⁽²⁾	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	8,547.5	⁽²⁾	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	10,389.75	⁽²⁾	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	10,930.5	⁽²⁾	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	13,571	⁽²⁾	D

Explanation of Responses:

1. On May 11, 2020, the reporting person was granted 14,188 restricted stock units. The restricted stock units vested one-eighth on May 11, 2021, one-eighth on May 11, 2022, one-eighth on May 11, 2023 and May 11, 2024 and the remaining half of the restricted stock units will vest upon the initial public offering of VineBrook Homes Trust, Inc. ("VineBrook"). Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.

2. Each restricted stock unit represents a contingent right to receive one share of common stock of VineBrook.

3. On February 15, 2021, the reporting person was granted 13,676 restricted stock units. The restricted stock units vested one-eighth on February 15, 2022, one-eighth on February 15, 2023 and one-eighth on February 15, 2024 and will vest one-eighth on February 15, 2025; the remaining half of the restricted stock units will vest upon the initial public offering of VineBrook. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.

4. On February 17, 2022, the reporting person was granted 13,853 restricted stock units. The restricted stock units vested one-eighth on February 17, 2023 and one-eighth on February 17, 2024 and will vest one-eighth on February 17, 2025 and one-eighth on February 17, 2026; the remaining half of the restricted stock units will vest upon the date of the successful completion of an initial public offering of VineBrook. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.

5. On April 11, 2023, the reporting person was granted 12,492 restricted stock units, which vested one-eighth on April 11, 2024 and will vest one-eighth on April 11, 2025, one-eighth on April 11, 2026 and one-eighth on April 11, 2027; the remaining half of the restricted stock units will vest upon the date of the successful completion of an initial public offering of VineBrook. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.

6. On April 3, 2024, the reporting person was granted 13,571 restricted stock units, which will vest one-eighth on April 3, 2025, one-eighth on April 3, 2026, one-eighth on April 3, 2027, and one-eighth on April 3, 2028; the remaining half of the restricted stock units will vest upon the date of the closing of the initial public offering of VineBrook or the listing of VineBrook common stock on a national securities exchange. Settlement will generally occur within 30 days of vesting and may at the discretion of the Compensation Committee be settled in cash.

Remarks:

Chief Financial Officer, Assistant Secretary and Treasurer Exhibit List: Exhibit 24 – Power of Attorney

	/s/ Paul Richards	08/29/2024
	** 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 5 (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.
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