8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 14, 2017

M/I HOMES, INC.
(Exact name of registrant as specified in its charter)
Ohio	1-12434	31-1210837
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

3 Easton Oval, Suite 500, Columbus, OH	43219
(Address of principal executive offices)	(Zip Code)

(614) 418-8000

(Telephone Number)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a.12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.03Material Modification to Rights of Security Holders.

The information set forth in the second paragraph of Item 8.01of this Form 8-K is incorporated herein by reference.

Item 8.01Other Events.

On September 11, 2012, M/I Homes, Inc. (the “Company”) issued $57.5 million in aggregate principal amount of 3.25% Convertible Senior Subordinated Notes due 2017 (the “2017 Convertible Notes”). The 2017 Convertible Notes mature on September 15, 2017, and the deadline for holders to convert the 2017 Convertible Notes was September 13, 2017. As a result of conversion elections made by holders of the 2017 Convertible Notes, all $57.5 million in aggregate principal amount of the 2017 Convertible Notes are being settled through the issuance of common shares of the Company. In total, the Company will issue approximately 2.4 million of its common shares as a result of conversions in respect of the 2017 Convertible Notes.

Additionally, on September 14, 2017, the Company issued a press release announcing that it will redeem all of its outstanding depositary shares, each representing 1/1,000^th of a 9.75% Series A Preferred Share of the Company, on October 16, 2017 at a redemption price per depositary share of $25.00 plus an amount equal to $0.209896 (which amount represents the accrued and unpaid dividends thereon (whether or not earned or declared) from September 15, 2017 to (but excluding) October 16, 2017). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press release dated September 14, 2017.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 14, 2017

M/I Homes, Inc.

By: /s/Ann Marie W. Hunker                

Ann Marie W. Hunker

Vice President, Controller and Chief Accounting Officer

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press release dated September 14, 2017.

EX-99.1

Exhibit 99.1

M/I Homes Announces

Redemption of All Outstanding Depositary Shares Representing

Series A Preferred Shares

Columbus, Ohio (September 14, 2017) - M/I Homes, Inc. (NYSE:MHO) announced today that it will redeem all of its outstanding depositary shares (NYSE:MHO-PrA), each representing 1/1,000^th of a Series A Preferred Share of M/I Homes (the “Depositary Shares”) on October 16, 2017 at a redemption price per Depositary Share of $25.00 plus an amount equal to $0.209896 (which amount represents the accrued and unpaid dividends thereon (whether or not earned or declared) from September 15, 2017 to (but excluding) October 16, 2017).

On and after the redemption date, the Depositary Shares will no longer be deemed outstanding, dividends on the Depositary Shares will cease to accrue and all rights of the holders of the Depositary Shares will cease, except for the right to receive the redemption price without interest.

The notice of redemption will be mailed to the registered holders of Depositary Shares on or about September 14, 2017. Questions relating to, and requests for additional copies of, the notice of redemption and related materials should be directed to the redemption agent, Computershare Trust Company, c/o Voluntary Corporate Actions, at 250 Royall Street, Suite V, Canton, MA 02021 or via telephone at 1-800-546-5141.

M/I Homes, Inc. is one of the nation’s leading builders of single-family homes, having sold over 103,000 homes. The Company’s homes are marketed and sold primarily under the trade names M/I Homes and Showcase Collection (exclusively by M/I Homes), and also currently operates under the name Hans Hagen Homes in its Minneapolis/St. Paul, Minnesota market. The Company has homebuilding operations in Columbus and Cincinnati, Ohio; Indianapolis, Indiana; Chicago, Illinois; Minneapolis/St. Paul, Minnesota; Tampa, Sarasota and Orlando, Florida; Austin, Dallas/Fort Worth, Houston and San Antonio, Texas; Charlotte and Raleigh, North Carolina; and the Virginia and Maryland suburbs of Washington, D.C.

Certain statements in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects,” “anticipates,” “envisions,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements. These statements involve a number of risks and uncertainties. Any forward-looking statements that we make herein and in any future reports and statements are not guarantees of future performance, and actual results may differ materially from those in such forward-looking statements as a result of various factors, including, without limitation, factors relating to the economic environment, interest rates, availability of resources, competition, market concentration, land development activities, construction defect, product liability and warranty claims and various governmental rules and regulations, as more fully discussed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2016, as the same may be updated from time to time in our subsequent filings with the Securities and Exchange Commission. All forward-looking statements made in this press release are made as of the date hereof, and the risk that actual results will differ materially from expectations expressed herein will increase with the passage of time. We undertake no duty to publicly update any forward-looking

statements, whether as a result of new information, future events or otherwise. However, any further disclosures made on related subjects in our subsequent filings, releases or presentations should be consulted.

M/I Homes, Inc.

Kevin C. Hake, Senior Vice President and Treasurer, (614) 418-8227

Ann Marie W. Hunker, Vice President, Corporate Controller, (614) 418-8225