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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (Right to Buy) | $ 11 | 01/30/2017 | 01/30/2024 | Common Stock | 227,273 | 227,273 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 11 | 01/30/2017 | 01/30/2024 | Common Stock | 5,525 | 5,525 (4) | I | Shared Household | |||||||
| Employee Stock Option (Right to Buy) | $ 5.76 | 02/20/2019 | A | 81,801 | (5) | 02/20/2029 | Common Stock | 81,801 | $ 0 | 81,801 | D | ||||
| Employee Stock Option (Right to Buy) | $ 5.76 | 02/20/2019 | A | 16,587 | (5) | 02/20/2029 | Common Stock | 16,587 | $ 0 | 16,587 (6) | I | Shared Household | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Webb H Lawrence C/O THE NEW HOME COMPANY INC. 85 ENTERPRISE, SUITE 450 ALISO VIEJO, CA 92656 |
X | Chief Executive Officer | See "Remarks" below. | |
| /s/ Miek Harbur, Attorney-in-Fact for H. Lawrence Webb | 02/22/2019 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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). |
| (1) | Represents restricted stock units which vest in equal annual installments on each of the first, second and third anniversaries of February 20, 2019, subject to the Reporting Person's continued service with the Issuer through the applicable vesting date. The restricted stock units convert into common stock on a one-for-one basis. |
| (2) | Represents restricted stock units granted to Joan Marcus Webb who is married to the Reporting Person. The restricted stock units granted vest in equal annual installments on each of the first, second, and third anniversaries of February 20, 2019, subject to Ms. Marcus Webb's continued service with the Issuer through the applicable vesting date. The restricted stock units convert into common stock on a one-for-one basis. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purposes of Section 16 or for any other purpose. |
| (3) | Represents shares and restricted stock units held by Joan Marcus Webb who is married to the Reporting Person. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| (4) | Represents vested stock options held by Joan Marcus Webb who is married to the Reporting Person. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| (5) | The stock options will vest and become exercisable in three equal annual installments on each of the first, second and third anniversaries of February 20, 2019, subject to the Reporting Person's continued service with the Issuer through the applicable vesting date. |
| (6) | Represents stock options held by Joan Marcus Webb who is married to the Reporting Person. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| Remarks: The Reporting Person is a party to an Investor Rights Agreement dated February 5, 2014 and amended on May 22, 2018 (as amended, the "IRA"). The current parties to the IRA are Wayne Stelmar, Joseph Davis, Thomas Redwitz, H. Lawrence Webb and IHP Capital Partners VI, LLC (collectively, "Group Members"). The original IRA was filed as Exhibit 4.2 of the Company's Annual Report on Form 10-K for the year ended December 31, 2013 and the amendment was filed as Exhibit 10.1 of the Company's Current Report on Form 8-K dated May 22, 2018. Pursuant to the IRA, IHP Capital Partners VI, LLC has the right to designate a director for nomination and each of the Group Members has agreed to vote in favor of particular nominees as described in such IRA. The Reporting Person may be deemed to have shared voting power over the shares owned by the other Group Members. The Reporting Person 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. | |