Statement of Changes in Beneficial Ownership (4)
2023年1月5日 - 6:59AM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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EINHORN DAVID |
2. Issuer Name and Ticker or Trading Symbol
Green Brick Partners, Inc.
[
GRBK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
140 EAST 45TH STREET, FLOOR 24 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/30/2022 |
(Street)
NEW YORK, NY 10017
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | | | | | | | | 827082 | D (1)(2) | |
Common Stock | 12/30/2022 | | J(2) | | 56933 | D | $0 | 8291545 | I (1)(2)(3)(4) | See Footnote (5) |
Common Stock | 12/30/2022 | | J(2) | | 252520 | D | $0 | 4718773 | I (1)(3)(4) | See Footnote (6) |
Common Stock | | | | | | | | 2740190 | I (1)(3)(4) | See Footnote (7) |
Common Stock | | | | | | | | 850000 | I (1)(3)(4) | See Footnote (8) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Explanation of Responses: |
(1) | David Einhorn is the president of Greenlight Capital, Inc. ("Greenlight Inc.") and the senior manager of DME Advisors GP, LLC ("DME GP"). DME GP is the general partner of DME Advisors, LP ("DME") and DME Capital Management, LP ("DME CM" and, together with Greenlight Inc., DME GP, DME, and Mr. Einhorn, the "Reporting Persons"). Mr. Einhorn may be deemed to beneficially own the securities reported herein by virtue of his positions with respect to Greenlight Inc. and DME GP. |
(2) | Represents in-kind distributions of shares of Common Stock (defined below) distributed by GCOP, Ltd. and GCOM (each as defined below) to Mr. Einhorn. Such distributions resulted only in a change in the form of Mr. Einhorn's beneficial ownership of shares of Common Stock, and his receipt of such shares qualifies for exemption under Rule 16a-13. |
(3) | The Reporting Persons control the disposition and voting of shares of Common Stock ("Common Stock") of the Issuer held for the account of Greenlight Capital Offshore Partners, Ltd. ("GCOP, Ltd."), Greenlight Capital Offshore Master, Ltd. ("GCOM"), Solasglas Investments, LP ("SILP") and a private investment fund for which DME CM manages a portfolio (the "Sub-Account"), in the respective capacities and quantities further described in the footnotes below. |
(4) | Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), the Reporting Persons disclaim beneficial ownership of the Common Stock except to the extent of their respective pecuniary interests therein. The filing of this Form 4 shall not be construed as an admission that any of the Reporting Persons is for the purposes of Section 16(a) of the Act, or otherwise, the beneficial owner of any of the Common Stock held for the account of GCOP, Ltd., GCOM, SILP or the Sub-Account. |
(5) | Greenlight Inc. controls the voting and disposition of 8,291,545 shares of Common Stock held for the account of GCOP, Ltd. of which Greenlight Inc. acts as investment advisor. |
(6) | DME CM controls the voting and disposition of 4,718,773 shares of Common Stock held for the account of GCOM, of which DME CM acts as investment advisor. |
(7) | DME controls the voting and disposition of 2,740,190 shares of Common Stock held for the account of SILP, of which DME serves as investment advisor. |
(8) | DME CM controls the voting and disposition of 850,000 shares of Common Stock held for the account of the Sub-Account, of which DME serves as an investment advisor. |
Remarks: * The Power of Attorney executed by David Einhorn, authorizing the signatory to sign and file this report on David Einhorn's behalf, filed as Exhibit 99.1 to the Schedule 13D filed with the Securities and Exchange Commission on August 29, 2019 by the Reporting Persons with respect to the common units of CONSOL Coal Resources, is hereby incorporated by reference. Mr. Einhorn is a Director of the Issuer. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons other than Mr. Einhorn are deemed directors by deputization by virtue of their representation on the Board of Directors of the Issuer. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
EINHORN DAVID 140 EAST 45TH STREET FLOOR 24 NEW YORK, NY 10017 | X | X |
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GREENLIGHT CAPITAL INC 140 EAST 45TH STREET 24TH FLOOR NEW YORK, NY 10017 |
| X |
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DME Advisors, LP 140 EAST 45TH STREET 24TH FLOOR NEW YORK, NY 10017 |
| X |
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DME Advisors GP, L.L.C. 140 EAST 45TH STREET 24TH FLOOR NEW YORK, NY 10017 |
| X |
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DME Capital Management, LP 140 EAST 45TH STREET 24TH FLOOR NEW YORK, NY 10017 |
| X |
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Signatures
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/s/ Daniel Roitman, attorney-in-fact for David Einhorn* | | 1/4/2023 |
**Signature of Reporting Person | Date |
/s/ Daniel Roitman, Chief Operating Officer of Greenlight Capital, Inc. | | 1/4/2023 |
**Signature of Reporting Person | Date |
/s/ Daniel Roitman, Chief Operating Officer of DME Advisors GP, L.L.C., General Partner of DME Advisors, L.P. | | 1/4/2023 |
**Signature of Reporting Person | Date |
/s/ Daniel Roitman, Chief Operating Officer of DME Capital Management, L.P. | | 1/4/2023 |
**Signature of Reporting Person | Date |
/s/ Daniel Roitman, Chief Operating Officer of DME Advisors GP, L.L.C. | | 1/4/2023 |
**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 control number. |
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