Form 4 for DFH Dream Finders Homes, Inc.
Accepted 2024-12-05 00:00:00 ET · period of report 2024-12-03 · accession 0000897069-24-002254 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMT | 2024-12-05 | 2024-12-03+ | DFH | Zalupski Patrick O. | Pres, CEO, Dir, 10% | S - Sale | $32.93 | -46.7K | 1.98M | -2% | -$1.54M |
| DMT | 2024-12-05 | 2024-12-03 | DFH | Zalupski Patrick O. | Pres, CEO, Dir, 10% | C - Cnv Deriv | $0.00 | 0 | 2.02M | New | $0 |
| DT | 2024-12-05 | 2024-12-05 | DFH | Zalupski Patrick O. | Pres, CEO, Dir, 10% | J - Other | — | +1.00M | 1.00M | New | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A common stock, par value $0.01 per share | 2024-12-04 | S | D | 2,849 | $33.16 | 1,974,567 | D | — | — | (F6) The price reported in Column 4 is a weighted average price. The prices sold ranged from $33.09 to $33.23. 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. (F3) Includes 6,141 shares held in a 401(k) account. |
| 2 | Common | Class A common stock, par value $0.01 per share | 2024-12-03 | S | D | 18,119 | $33.26 | 2,003,125 | D | — | — | (F4) The price reported in Column 4 is a weighted average price. The prices sold ranged from $32.77 to $33.53. 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. (F3) Includes 6,141 shares held in a 401(k) account. |
| 3 | Common | Class A common stock, par value $0.01 per share | 2024-12-04 | S | D | 25,709 | $32.67 | 1,977,416 | D | — | — | (F5) The price reported in Column 4 is a weighted average price. The prices sold ranged from $32.09 to $33.09. 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. (F3) Includes 6,141 shares held in a 401(k) account. |
| 4 | Common | Class B common stock, par value $0.01 per share | 2024-12-03 | C | D | 1,500,000 | $0.00 | 56,320,586 | D | — | — | (F1) 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. |
| 5 | Common | Class A common stock, par value $0.01 per share | 2024-12-03 | C | A | 1,500,000 | $0.00 | 2,021,244 | D | — | — | (F3) Includes 6,141 shares held in a 401(k) account. |
| 6 | Derivative | Prepaid Variable Forward Sale Contract | 2024-12-05 | J | A | 1,000,000 | — | 1,000,000 | D | — · — to — | 1,000,000 Class A Common Stock | (F9) 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. (F12) (Continued from Footnote 11) (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. (F13) In connection with the entry into the forward contract described in Footnote (9), the reporting person is entitled to receive an upfront cash payment of $17,165.720.00. (F10) 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 closing price of the Common Stock on the designated valuation date for the applicable component within the period from 5/15/2028 to 5/26/2028 (each, a "Settlement Price") is less than or equal to $24.01 (the "Floor Price"), the reporting person will deliver to the buyer all of the Pledged Shares for the applicable component; (F11) (Continued from Footnote 10) (b) if such Settlement Price is greater than the Floor Price but less than or equal to $60.02 (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 |