Director Einhorn David sold $70,346,993 worth of shares (1,017,163 units at $69.16) and bought $70,346,993 worth of shares (1,017,163 units at $69.16) (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) 11/13/2024 | ||||||||||||||||||||||||||
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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 | 827,082 | D(1)(3) | ||||||||
| Common Stock | 42,028 | I | By simplified employee pension plan | |||||||
| Common Stock | 11/13/2024 | S(6) | 539,349 | D | $69.16 | 7,625,344 | I(1)(2)(3) | See footnote(4) | ||
| Common Stock | 11/13/2024 | S(6) | 477,814 | D | $69.16 | 824,876 | I(1)(2)(3) | See footnote(5) | ||
| Common Stock | 11/13/2024 | P(7) | 1,017,163 | A | $69.16 | 8,642,507 | I(1)(2)(3) | See footnote(4) | ||
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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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. David Einhorn is 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 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 position with respect to DME GP. |
| 2. 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 Master, Ltd. ("GCOM"), certain special purpose vehicles (the "SPVs"), Solasglas Investments, LP ("SILP"), and a separately managed account (the "SMA"), in the respective capacities and quantities further described in the footnotes below. |
| 3. 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 GCOM, the SPVs, SILP, or the SMA. |
| 4. Following the transactions reported herein, DME CM controls the voting and disposition of 8,642,507 shares of Common Stock held for the accounts of GCOM, the SPVs, and the SMA of which in each case DME CM acts as investment advisor. |
| 5. Following the transactions reported herein, DME controls the voting and disposition of 824,876 shares of Common Stock held for the account of SILP, of which DME serves as investment advisor. |
| 6. Represents shares of Common Stock of the Issuer sold to the Issuer pursuant to Rule 16b-3(e). |
| 7. Represents shares of Common Stock of the Issuer acquired from the Issuer pursuant to Rule 16b-3(d). |
| 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 Person and other reporting persons with respect to the common units of CONSOL Coal Resources LP, 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. |
| /s/ Daniel Roitman, attorney-in-fact for David Einhorn* | 11/15/2024 | |
| /s/ Daniel Roitman, Chief Operating Officer of DME Advisors GP, L.L.C. | 11/15/2024 | |
| /s/ Daniel Roitman, Chief Operating Officer of DME Advisors GP, L.L.C., General Partner of DME Advisors, L.P. | 11/15/2024 | |
| /s/ Daniel Roitman, Chief Operating Officer of DME Capital Management, L.P. | 11/15/2024 | |
| ** 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. | ||