0000897069-24-001769.txt : 20240828 0000897069-24-001769.hdr.sgml : 20240828 20240828170823 ACCESSION NUMBER: 0000897069-24-001769 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240826 FILED AS OF DATE: 20240828 DATE AS OF CHANGE: 20240828 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Zalupski Patrick O. CENTRAL INDEX KEY: 0001841163 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39916 FILM NUMBER: 241256561 MAIL ADDRESS: STREET 1: 14701 PHILIPS HIGHWAY STREET 2: SUITE 300 CITY: JACKSONVILLE STATE: FL ZIP: 32256 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Dream Finders Homes, Inc. CENTRAL INDEX KEY: 0001825088 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 852983036 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 14701 PHILIPS HIGHWAY STREET 2: SUITE 300 CITY: JACKSONVILLE STATE: FL ZIP: 32256 BUSINESS PHONE: 904.505.4242 MAIL ADDRESS: STREET 1: 14701 PHILIPS HIGHWAY STREET 2: SUITE 300 CITY: JACKSONVILLE STATE: FL ZIP: 32256 4 1 form4.xml X0508 4 2024-08-26 0001825088 Dream Finders Homes, Inc. DFH 0001841163 Zalupski Patrick O. 14701 PHILIPS HIGHWAY SUITE 300 JACKSONVILLE FL 32256 true true true President and CEO true Class A common stock, par value $0.01 per share 2024-08-26 4 S 0 49496 33.36 D 1061787 D Class A common stock, par value $0.01 per share 2024-08-26 4 S 0 5169 34.01 D 1056618 D Class A common stock, par value $0.01 per share 2024-08-27 4 S 0 38568 33 D 1018050 D Class B common stock, par value $0.01 per share 57820586 D Class B common stock, par value $0.01 per share 809409 I By Trust Class B common stock, par value $0.01 per share 596158 I See Footnote Prepaid Variable Forward Sale Contract Class A Common Stock 1000000 1000000 D The price reported in Column 4 is a weighted average price. The prices sold ranged from $32.90 to $33.89. The reporting person will provide the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range. Includes 6,141 shares held in a 401(k) account. The price reported in Column 4 is a weighted average price. The prices sold ranged from $33.90 to $34.21. The reporting person will provide the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range. The price reported in Column 4 is a weighted average price. The prices sold ranged from $32.48 to $33.42. The reporting person will provide the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range. Each share of Class B Common Stock is convertible at the option of the reporting person into one share of Class A Common Stock ("Common Stock") of Dream Finders Homes, Inc. and has no expiration date. Trust established for the benefit of the reporting person's children. Shares held by POZ Holdings, Inc., which is controlled by the reporting person. The reporting person entered into a prepaid variable forward sale contract with an unaffiliated third party buyer whereby the reporting person pledged an aggregate of 1,000,000 shares (the "Pledged Shares") of Dream Finders Homes, Inc. Class B common stock to secure its obligations under the contract, and retained dividend and voting rights in the Pledged Shares during the term of the pledge. The contract obligates the reporting person to deliver to the buyer, on the applicable settlement date for each of the 10 components, up to one hundred percent (100%) of the number of Pledged Shares for such component or, at the reporting person's option, an equivalent amount of cash. The number of shares of Common Stock to be delivered to the buyer on the settlement date (or on which to base the amount of cash to be delivered to the buyer on the settlement date) is to be determined as follows: (a) if the volume-weighted average price of the Common Stock on the designated valuation date for the applicable component within the period from 8/16/2027 to 8/27/2027 (each, a "Settlement Price") is less than or equal to $22.12 (the "Floor Price"), the reporting person will deliver to the buyer all of the Pledged Shares for the applicable component; (Continued from Footnote 9) (b) if such Settlement Price is greater than the Floor Price but less than or equal to $55.30 (the "Cap Price"), the reporting person will deliver to the buyer the number of shares equal to one hundred percent (100%) of the Pledged Shares for the applicable component multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is such Settlement Price and (Continued from Footnote 10) (c) if such Settlement Price is greater than the Cap Price, the reporting person will deliver to the buyer the number of shares equal to one hundred percent (100%) of Pledged Shares for the applicable component multiplied by a fraction, the numerator of which is the Floor Price plus the excess of such Settlement Price over the Cap Price, and the denominator of which is such Settlement Price. In connection with the entry into the forward contract described in Footnote (7), the reporting person is entitled to receive an upfront cash payment of $16,064,650.00. /s/ Robert E. Riva by Power of Attorney 2024-08-28