SEC Form SC 13D/A filed by Green Brick Partners Inc. (Amendment)
$GRBK
Homebuilding
Consumer Discretionary
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 25)*
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Green Brick Partners, Inc.
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(Name of Issuer)
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Shares of Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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392709101
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(CUSIP Number)
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DME Capital Management, LP
140 East 45th Street, Floor 24
New York, New York 10017
Tel. No.: (212) 973-1900
Attention: Chief Operating Officer
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
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- with copies to -
Barry N. Hurwitz
Morgan, Lewis & Bockius LLP
One Federal Street
Boston, MA 02110
(617) 951-8000
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January 2, 2024
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(Date of Event Which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1
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Names of Reporting Persons.
DME Advisors GP, LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Source of Funds (See Instructions):
AF, WC, OO
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5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
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6
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
10,467,383
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
10,467,383
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
10,467,383
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13
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Percent of Class Represented by Amount in Row (11)
23.1%
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14
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Type of Reporting Person (See Instructions)
OO
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1
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Names of Reporting Persons.
DME Advisors, L.P.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Source of Funds (See Instructions):
AF, WC, OO
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5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
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6
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
1,802,690
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
1,802,690
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,802,690
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13
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Percent of Class Represented by Amount in Row (11)
4.0%
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14
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Type of Reporting Person (See Instructions)
PN
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1
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Names of Reporting Persons.
DME Capital Management, LP
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Source of Funds (See Instructions):
AF, WC, OO
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5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
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6
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
8,664,693
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
8,664,693
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
8,664,693
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13
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Percent of Class Represented by Amount in Row (11)
19.1%
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14
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Type of Reporting Person (See Instructions)
PN
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1
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Names of Reporting Persons.
David Einhorn
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Source of Funds (See Instructions):
AF, WC, OO
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5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
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6
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Citizenship or Place of Organization.
USA
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power
869,110
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8 Shared Voting Power
10,467,383
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9 Sole Dispositive Power
869,110
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10 Shared Dispositive Power
10,467,383
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
11,336,493
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13
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Percent of Class Represented by Amount in Row (11)
25.0%
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14
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Type of Reporting Person (See Instructions)
IN
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AMENDMENT NO. 25 TO SCHEDULE 13D
This Amendment No. 25 to Schedule 13D (the “Amendment”), relating to shares of common stock, par value $0.01 per share (“Common Stock”), of Green Brick Partners, Inc.
(f/k/a BioFuel Energy Corp.), a Delaware corporation (the “Issuer” or the “Company”), 2805 Dallas Parkway, Suite 400, Plano, Texas 75093, amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the
“Commission”) on June 26, 2007, as amended by Amendment No. 1 filed with the Commission on May 4, 2010, Amendment No. 2 filed with the Commission on September 27, 2010, Amendment No. 3 filed with the Commission on September 27, 2010, Amendment No.
4 filed with the Commission on December 17, 2010, Amendment No. 5 filed with the Commission on February 8, 2011, Amendment No. 6 filed with the Commission on April 8, 2011, Amendment No. 7 filed with the Commission on September 6, 2012, Amendment
No. 8 filed with the Commission on March 28, 2014, Amendment No. 9 filed with the Commission on June 13, 2014, Amendment No. 10 filed with the Commission on July 16, 2014, Amendment No. 11 filed with the Commission on October 29, 2014, Amendment
No. 12 filed with the Commission on July 1, 2015, Amendment No. 13 filed with the Commission on November 16, 2017, Amendment No. 14 filed with the Commission on July 5, 2018, Amendment No. 15 filed with the Commission on January 27, 2021, Amendment
No. 16 filed with the Commission on February 10, 2021, Amendment No. 17 filed with the Commission on May 6, 2022, Amendment No. 18 filed with the Commission on August 5, 2022, Amendment No. 19 filed with the Commission on June 30, 2023, Amendment
No. 20 filed with the Commission on August 4, 2023, Amendment No. 21 filed with the Commission on September 8, 2023, Amendment No. 22 filed with the Commission on September 11, 2023, Amendment No. 23 filed with the Commission on December 5, 2023,
and Amendment No. 24 filed with the Commission on December 12, 2023.
This Amendment is being filed on behalf of DME Advisors GP, LLC, a Delaware limited liability company (“Advisors GP”), DME Advisors, L.P., a Delaware limited partnership
of which Advisors GP is the general partner (“Advisors”), DME Capital Management, LP, a Delaware limited partnership of which Advisors GP is the general partner (“DME CM”), and Mr. David Einhorn (the “Principal” and, together with Advisors GP,
Advisors and DME CM, the “Reporting Persons”). Mr. Einhorn is the principal of each of Advisors GP, Advisors and DME CM. Mr. Einhorn is also a Director of the Issuer.
DME CM acts as investment advisor for Greenlight Capital Offshore Master, Ltd. (“GCOM”) and certain special purpose vehicles (the “SPVs”). DME acts as investment
advisor for Solasglas Investments, LP (“SILP”). GCOM, the SPVs, SILP and the Reporting Persons are referred to herein collectively as “Greenlight.” Holdings reported herein reflect a prior reallocation of shares of Common Stock in connection with
an internal reorganization that was exempt from reporting under Rule 16a-13, in which there was no change in any Reporting Person's pecuniary interest in the Common Stock.
The filing of this Amendment shall not be construed as an admission that any of the Reporting Persons is for the purposes of Section 13(d) or 13(g) of the Securities
Exchange Act of 1934, the beneficial owner of any of the shares of Common Stock reported herein. Pursuant to Rule 13d-4, each of the Reporting Persons disclaims all such beneficial ownership except to the extent of its pecuniary interest in any
such shares, if applicable.
Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set forth in this Schedule 13D, as previously amended.
This Amendment is being filed to amend and supplement Items 5 and 7 as follows:
Item 5. Interest in Securities of the Issuer.
(a) and (b) See Items 7-13 of the cover pages.
SILP sold 937,500 shares of Common Stock at a price of $46.2432 per share to the Counterparty pursuant to previously reported Forward Transactions on January 2, 2024.
(c) The information described in Item 4 is hereby incorporated by reference into this Item 5(c). The Reporting Persons have not engaged in any other transactions in the Common
Shares during the sixty day period prior to the filing of this Schedule 13D that have not previously been reported.
Item 7. Exhibits.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: January 4, 2024
DME Advisors GP, L.L.C.
By: /s/ Daniel Roitman
Daniel Roitman
Chief Operating Officer
DME Advisors, L.P.
By: /s/ Daniel Roitman
Daniel Roitman
Chief Operating Officer
DME Capital Management, LP
By: /s/ Daniel Roitman
Daniel Roitman
Chief Operating Officer
/s/ Daniel Roitman**
Daniel Roitman, on behalf of David Einhorn
** 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.