EVP of Land Samuel Bobby L Iii covered exercise/tax liability with 1,000 shares, decreasing direct ownership by 17% to 4,943 units (SEC Form 4)
$GRBK
Homebuilding
Consumer Discretionary
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Green Brick Partners, Inc. [ GRBK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/06/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 03/06/2025 | F(1) | 1,000 | D | $60.51 | 4,943 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (2) | 03/06/2026 | 03/06/2026 | Common Stock | 4,524 | 4,524 | D | ||||||||
| Restricted Stock Units | (2) | 03/28/2026 | 03/28/2026 | Common Stock | 4,378 | 4,378 | D | ||||||||
| Restricted Stock Units | (2) | 03/05/2027 | 03/05/2027 | Common Stock | 2,142 | 2,142 | D | ||||||||
| Restricted Stock Units | (2) | 03/05/2027 | 03/05/2027 | Common Stock | 7,714 | 7,714 | D | ||||||||
| Restricted Stock Units | (2) | (3) | (3) | Common Stock | 2,790 | 2,790 | D | ||||||||
| Performance Based Restricted Stock Units | (4) | (5) | (5) | Common Stock | 2,790 | 2,790 | D | ||||||||
| Performance Based Restricted Stock Units | (4) | (6) | (6) | Common Stock | 2,790 | 2,790 | D | ||||||||
| Explanation of Responses: |
| 1. Reflects shares withheld for taxes payable upon the vesting of the restricted stock award previously awarded on March 6, 2023 in a transaction exempt pursuant to Rule 16b-3. |
| 2. The Restricted Stock Units convert into shares of Common Stock on a one-for-one basis upon vesting. |
| 3. These RSUs were granted pursuant to the Company's Long-Term Incentive Program (the "LTIP") under its 2024 Omnibus Incentive Plan (the "2024 Plan") and vest equally on the first, second and third anniversary of the Grant Date. |
| 4. These Performance-Based Restricted Stock Units (PSUs) convert into shares of Common Stock on a one-for-one basis upon vesting. |
| 5. These PSUs were granted pursuant to the Company's LTIP and are earned in four segments, (1) 16.66% are earned based on performance during 2025, (2) 16.67% are earned based on performance during each of 2026 and 2027 and (3) 50% are earned based on the Company's three-year performance. The PSUs in each segment can be earned between 50% and 200% based on the Company's performance, provided that the Company's performance exceeds the threshold performance level. Once earned, the PSUs vest on the third anniversary of the Grant Date. |
| 6. These PSUs were granted pursuant to the Company's LTIP and are earned between 50% and 200% based on the Company's performance during the 2025-2027 Performance Period, provided that the Company's performance exceeds the threshold performance level. Once earned, the PSUs vest on the third anniversary of the Grant Date. |
| Remarks: |
| /s/ Bobby Samuel | 03/06/2025 | |
| ** 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). | ||
| ** 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. | ||
| 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 Number. | ||