Form 4 for SDHC Smith Douglas Homes Corp.
Accepted 2024-01-18 00:00:00 ET · period of report 2024-01-10 · accession 0001140361-24-002798 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2024-01-18 | 2024-01-16 | SDHC | Bennett Gregory S | See Remarks, Dir | D - Sale to Iss | $21.00 | -243.6K | 0 | -100% | -$5.12M |
| DI | 2024-01-18 | 2024-01-16 | SDHC | Bennett Gregory S | See Remarks, Dir | J - Other | — | -243.6K | 4.24M | -5% | — |
| DI | 2024-01-18 | 2024-01-16 | SDHC | Bennett Gregory S | See Remarks, Dir | C - Cnv Deriv | — | +243.6K | 243.6K | New | — |
| DI | 2024-01-18 | 2024-01-10 | SDHC | Bennett Gregory S | See Remarks, Dir | A - Grant | — | +4.49M | 4.49M | New | — |
| DI | 2024-01-18 | 2024-01-16 | SDHC | Bennett Gregory S | See Remarks, Dir | C - Cnv Deriv | $0.00 | -243.6K | 4.24M | -5% | $0 |
| DI | 2024-01-18 | 2024-01-10 | SDHC | Bennett Gregory S | See Remarks, Dir | A - Grant | $0.00 | +4.49M | 4.49M | New | $0 |
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 | 2024-01-16 | D | D | 243,589 | $21.00 | 0 | I By GSB Holdings LLC | — | — | (F2) Mr. Bennett is the sole member and manager of GSB Holdings LLC ("GSB Holdings"), and as a result, may be deemed to share beneficial ownership of the securities held by GSB Holdings. |
| 2 | Common | Class B Common Stock | 2024-01-16 | J | D | 243,589 | — | 4,243,590 | I By GSB Holdings LLC | — | — | (F4) Reflects the cancellation for no consideration of Class B Common Stock in connection with the redemption and conversion of the LLC Interests into shares of Class A Common Stock. (F2) Mr. Bennett is the sole member and manager of GSB Holdings LLC ("GSB Holdings"), and as a result, may be deemed to share beneficial ownership of the securities held by GSB Holdings. |
| 3 | Common | Class A Common Stock | 2024-01-16 | C | A | 243,589 | — | 243,589 | I By GSB Holdings LLC | — | — | (F3) The membership units of Smith Douglas Holdings LLC (the "LLC Interests") may be redeemed by the Reporting Person at any time at the option of the holder for shares of Class A Common Stock on a 1-to-1 basis, and a corresponding number of shares of Class B Common Stock will be forefeited in connection with the redemption. The LLC Interests have no expiration date. (F2) Mr. Bennett is the sole member and manager of GSB Holdings LLC ("GSB Holdings"), and as a result, may be deemed to share beneficial ownership of the securities held by GSB Holdings. |
| 4 | Common | Class B Common Stock | 2024-01-10 | A | A | 4,487,179 | — | 4,487,179 | I By GSB Holdings LLC | — | — | (F1) Represents securities received as part of the Issuer's reorganization in connection with its initial public offering, as described in the registration statement on Form S-1 relating to the initial public offering. These securities were previously reported on a Form 3 filed by the Reporting Persons. (F2) Mr. Bennett is the sole member and manager of GSB Holdings LLC ("GSB Holdings"), and as a result, may be deemed to share beneficial ownership of the securities held by GSB Holdings. |
| 5 | Derivative | LLC Interests | 2024-01-16 | C | D | 243,589 | $0.00 | 4,243,590 | I By GSB Holdings LLC | — · — to — | 243,589 Class A Common Stock | (F2) Mr. Bennett is the sole member and manager of GSB Holdings LLC ("GSB Holdings"), and as a result, may be deemed to share beneficial ownership of the securities held by GSB Holdings. (F3) The membership units of Smith Douglas Holdings LLC (the "LLC Interests") may be redeemed by the Reporting Person at any time at the option of the holder for shares of Class A Common Stock on a 1-to-1 basis, and a corresponding number of shares of Class B Common Stock will be forefeited in connection with the redemption. The LLC Interests have no expiration date. |
| 6 | Derivative | LLC Interests | 2024-01-10 | A | A | 4,487,179 | $0.00 | 4,487,179 | I By GSB Holdings LLC | — · — to — | 4,487,179 Class A Common Stock | (F2) Mr. Bennett is the sole member and manager of GSB Holdings LLC ("GSB Holdings"), and as a result, may be deemed to share beneficial ownership of the securities held by GSB Holdings. (F3) The membership units of Smith Douglas Holdings LLC (the "LLC Interests") may be redeemed by the Reporting Person at any time at the option of the holder for shares of Class A Common Stock on a 1-to-1 basis, and a corresponding number of shares of Class B Common Stock will be forefeited in connection with the redemption. The LLC Interests have no expiration date. |