4//SEC Filing
Stephens John Martin 4
Accession 0001437749-21-021833
CIK 0001574596other
Filed
Sep 8, 8:00 PM ET
Accepted
Sep 9, 5:38 PM ET
Size
12.3 KB
Accession
0001437749-21-021833
Insider Transaction Report
Form 4
New Home Co Inc.NWHM
Stephens John Martin
CFO and Secretary
Transactions
- Disposition from Tender
Common Stock
2021-09-08−87,661→ 0 total - Disposition to Issuer
Stock Option
2021-09-08−59,987→ 0 totalExercise: $5.76Exp: 2029-02-20→ Common Stock (59,987 underlying) - Disposition to Issuer
Common Stock
2021-09-08−177,431→ 0 total - Disposition to Issuer
Stock Option
2021-09-08−46,411→ 0 totalExercise: $5.36Exp: 2030-02-18→ Common Stock (46,411 underlying)
Footnotes (3)
- [F1]Reflects disposition of Issuer common stock in connection with the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of July 23, 2021 (the "Merger Agreement"), by and among Newport Holdings, LLC, Newport Merger Sub, Inc. ("Merger Sub") and the Issuer, including the completion of a tender offer to purchase (the "Offer") all of the outstanding shares of Issuer common stock at a price of $9.00 per share in cash, without interest and subject to applicable withholding (the "Offer Price"), and the consummation of the merger (the "Merger") between the Issuer and Merger Sub on September 8, 2021. Each share of Issuer common stock tendered in the Offer was acquired by Merger Sub in exchange for the Offer Price. As of the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock was cancelled in exchange for the Offer Price.
- [F2]Reflects disposition of Issuer restricted stock units in accordance with the Merger Agreement, pursuant to which, effective immediately prior to the Effective Time, each Issuer restricted stock unit held by the Reporting Person was automatically cancelled and terminated and converted into the right to receive from the surviving corporation an amount in cash (without interest) equal to the product obtained by multiplying (x) the aggregate number of shares of Issuer common stock underlying such Issuer restricted stock unit immediately prior to the Effective Time by (y) the Offer Price.
- [F3]Reflects disposition of options to acquire shares of Issuer common stock (each, an "Issuer Option") in accordance with the Merger Agreement, pursuant to which, effective immediately prior to the Effective Time, each Issuer Option held by the Reporting Person, whether vested or unvested, was automatically cancelled and terminated and converted into the right to receive from the surviving corporation an amount in cash (without interest), if any, equal to the product obtained by multiplying (x) the aggregate number of shares of Issuer common stock underlying such Issuer Option immediately prior to the Effective Time by (y) the amount, if any, by which the Offer Price exceeds the per share exercise price of such Issuer Option.
Documents
Issuer
New Home Co Inc.
CIK 0001574596
Entity typeother
Related Parties
1- filerCIK 0001457049
Filing Metadata
- Form type
- 4
- Filed
- Sep 8, 8:00 PM ET
- Accepted
- Sep 9, 5:38 PM ET
- Size
- 12.3 KB