Zalupski Patrick O.'s Form 4 filing
Dream Finders Homes, Inc. (DFH) · filed Aug 16, 2024
- Accession no.
- 0000897069-24-001712
- Filed
- Aug 16, 2024
- Trade date
- Aug 14-15, 2024
- Filing delay
- 2 days
- Rule 10b5-1 plan
- Checked
This filing lists 2 non-derivative transactions and 1 derivative transaction. Open-market sales total $904.4K. It was filed 2 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Zalupski Patrick O.CIK 0001841163 | Director, Officer (President and CEO), 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Aug 14, 2024 | Class A common stock, par value $0.01 per share | SSaleDisposed | −11,804 | $28.62F1 | −$337,830.48 | 1,130,907 | Direct | |
| Aug 15, 2024 | Class A common stock, par value $0.01 per share | SSaleDisposed | −19,624 | $28.87F3 | −$566,544.88 | 1,111,283 | Direct |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
The price reported in Column 4 is a weighted average price. The prices sold ranged from $28.42 to $28.80. 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.
Referenced by the price of 1 transaction in Table I.
- F3
The price reported in Column 4 is a weighted average price. The prices sold ranged from $28.43 to $29.29. 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.
Referenced by the price of 1 transaction in Table I.
- F7
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.
Referenced by the price of 1 transaction in Table II.
- F8
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 volume-weighted average price of the Common Stock on the designated valuation date for the applicable component within the period from 8/16/2027 to 8/27/2027 (each, a "Settlement Price") is less than or equal to $22.12 (the "Floor Price"), the reporting person will deliver to the buyer all of the Pledged Shares for the applicable component;
Referenced by the price of 1 transaction in Table II.
- F9
(Continued from Footnote 8) (b) if such Settlement Price is greater than the Floor Price but less than or equal to $55.30 (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
Referenced by the price of 1 transaction in Table II.
- F10
(Continued from Footnote 9) (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.
Referenced by the price of 1 transaction in Table II.
- F11
In connection with the entry into the forward contract described in Footnote (7), the reporting person is entitled to receive an upfront cash payment of $16,064,650.00.
Referenced by the price of 1 transaction in Table II.