SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D

(Amendment No. 8)

Under the Securities Exchange Act of 1934

Green Brick Partners, Inc.

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(Name of Company)

Common Stock, $0.01 per share

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(Title of Class of Securities)

392709 101

(CUSIP Number)

Joshua L. Targoff

Third Point LLC

390 Park Avenue, 19^th Floor

New York, NY 10022

(212) 715-3880

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(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(with copies to)

Morgan D. Elwyn, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

(212) 728-8981

July 1, 2015

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(Date of Event which Requires Filing of this Statement)

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:  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 240.13d-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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CUSIP No.  392709 101					Page 2 of 8 Pages
1	NAME OF REPORTING PERSON   Third Point LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP					(a)  ☐ (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 8,083,022 (see Item 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 8,083,022 (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,083,022 (see Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN                        ☐ SHARES (SEE INSTRUCTIONS)*
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)* OO

CUSIP No.  392709 101					Page 3 of 8 Pages
1	NAME OF REPORTING PERSON   Daniel S. Loeb
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP					(a)  ☐ (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 99,943
		8	SHARED VOTING POWER 8,083,022 (see Item 5)
		9	SOLE DISPOSITIVE POWER 99,943
		10	SHARED DISPOSITIVE POWER 8,083,022 (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,182,965 (see Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN                      ☐ SHARES (SEE INSTRUCTIONS)*
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)* IN

CUSIP No.  392709 101					Page 4 of 8 Pages
1	NAME OF REPORTING PERSON   Third Point Partners LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP					(a)  ☐ (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 2,690,647
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 2,690,647
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,690,647 (see Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN                              ☐ SHARES (SEE INSTRUCTIONS)*
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)* PN

CUSIP No.  392709 101					Page 5 of 8 Pages
1	NAME OF REPORTING PERSON   Third Point Partners Qualified LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP					(a)  ☐ (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,705,143
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,705,143
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,705,143 (see Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN                          ☐ SHARES (SEE INSTRUCTIONS)*
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)* PN

This Amendment No. 8 to Schedule 13D (this “Amendment No. 8”) is being filed with respect to the Common Stock, par value $0.01 per share (the “Common Stock”), of Green Brick Partners, Inc. (f/k/a BioFuel Energy Corp.), a Delaware corporation (the “Issuer”), to amend the Schedule 13D filed on June 25, 2007 (as amended by Amendment No. 1 thereto filed on December 31, 2008, Amendment No. 2 thereto filed on April 3, 2009, Amendment No. 3 thereto filed on September 28, 2010, Amendment No. 4 thereto filed on December 20, 2010, Amendment No. 5 thereto filed on February 9, 2011, Amendment No. 6 thereto filed on July 18, 2014, Amendment No. 7 thereto filed on October 31, 2014, and this Amendment No. 8, the “Schedule 13D”).

This Amendment No. 8 is being filed on behalf of Third Point LLC, a Delaware limited liability company (the “Management Company”), Daniel S. Loeb, an individual (“Mr. Loeb”), Third Point Partners LP, a Delaware limited partnership (“Third Point Partners”), and Third Point Partners Qualified LP, a Delaware limited partnership (“Third Point Partners Qualified”, and together with the Management Company, Mr. Loeb and Third Point Partners, the “Reporting Persons”).

The Management Company is the investment manager or adviser to a variety of hedge funds and managed accounts (such funds and accounts, collectively, including, but not limited to, Third Point Partners and Third Point Partners Qualified, the “Funds”). The Management Company and Mr. Loeb may be deemed to have beneficial ownership over shares of Common Stock directly beneficially owned by the Funds, by virtue of the authority granted to them by the Funds to vote and to dispose of the securities held by the Funds, including the Common Stock.

This Amendment No. 8 is being filed to amend Item 3, Item 4, Item 5, Item 6 and Item 7 of the Schedule 13D as follows:

Item 3.   Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is amended to reflect the following:

The net investment costs of the shares of Common Stock purchased by the Reporting Persons in connection with the Rights Offering (as defined below) were $28,408,980. The source of these funds was the working capital of the applicable Funds.

Item 4.   Purpose of Transaction.

Item 4 of the Schedule 13D is amended to reflect the following:

The Issuer consummated a registered public offering (the “2015 Public Offering”) of Common Stock on July 1, 2015.  Certain of the Funds purchased an aggregate of 2,840,898 shares of Common Stock in the 2015 Public Offering at a purchase price of $10.00 per share.  Of the 2,840,898 shares of Common Stock acquired by the Funds, Third Point Partners acquired 945,668 shares and Third Point Partners Qualified acquired 599,298 shares.

The Reporting Persons acquired the shares of Common Stock for investment purposes. Consistent with the Reporting Persons’ investment purposes, each Reporting Person, at any time and from time to time, may acquire additional securities of the Issuer or dispose of any or all of its securities of the Issuer depending upon an ongoing evaluation of the investment in such securities, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Persons and/or other investment considerations. No Reporting Person has made a determination regarding a maximum or minimum number of securities of the Issuer that it may hold at any point in time.

Also, consistent with their investment purposes, the Reporting Persons have engaged in, and intend to continue to engage in, communications with one or more of the Issuer’s stockholders, officers and/or members of the board of directors relating to topics including, but not limited to, the operations of the Issuer.

Item 5.   Interest in Securities of the Issuer.

Items 5(a), (b) and (c) of the Schedule 13D are amended to reflect the following:

Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended to add the following:

The information contained in Item 4 of this Amendment No. 8 is incorporated herein by reference.

In connection with the 2015 Public Offering, the Issuer and certain of the Funds (including, but not limited to, Third Point Partners and Third Point Partners Qualified) entered into a Waiver of the Backstop Registration Rights Agreement, dated as of June 19, 2015, waiving certain registration rights of such Funds with respect to the 2015 Public Offering.  The foregoing description of the Waiver of the Backstop Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Waiver of the Backstop Registration Rights Agreement, a copy of which is attached hereto as Exhibit 10.6 and incorporated by reference herein.

In connection with the 2015 Public Offering, the Issuer, Mr. Loeb and certain of the Funds (including, but not limited to, Third Point Partners and Third Point Partners Qualified) also entered into a Lock-Up Agreement, dated as of June 25, 2015, pursuant to which Mr. Loeb and such Funds agreed, for a period of 90 days, subject to extension in certain circumstances, that they will not, subject to certain customary exceptions, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of Common Stock or securities convertible into or exchangeable or exercisable for any shares of Common Stock, or enter into any transaction that would have the same effect.  The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Lock-Up Agreement, a copy of which is attached hereto as Exhibit 10.7 and incorporated by reference herein.

Item 7.   Material to be filed as Exhibits.

10.6	Waiver of Backstop Registration Rights Agreement dated June 25, 2015, between Green Brick Partners, Inc. and the parties listed on the signature page thereto

10.7	Lock-Up Agreement dated June 25, 2015, delivered to Green Brick Partners, Inc. and the other recipients thereto, by the parties listed on the signature page thereto

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

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Dated: July 1, 2015	THIRD POINT PARTNERS QUALIFIED LP
	By:	Third Point Advisors LLC,
		its general partner
	By:	Daniel S. Loeb,
		Managing Member
	/s/  William Song_________________
	Name:  William Song
	Title:  Attorney-in-Fact

June 19, 2015

Re:  Limited Waiver of Registration Rights

This letter agreement is entered into by and among Green Brick Partners, Inc., a Delaware corporation (the “Company”), and the parties set forth on the signature pages hereto (this “Letter Agreement”).  Reference is hereby made to that certain Backstop Registration Rights Agreement, dated as of October 27, 2014, by and among the Company and each of the other parties set forth on the signature pages thereto (the “Backstop Registration Rights Agreement”).  Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Backstop Registration Rights Agreement.

The parties hereto, as Holders of Registrable Securities, hereby acknowledge the following:

WHEREAS, the Company filed a Registration Statement on Form S-3 (the “Form S-3 Filing”) with the Securities and Exchange Commission (the “SEC”) on June 3, 2015 (File No. 333-204687) (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), to register the offer and sale by the Company of up to and including $200,000,000 initial aggregate offering price of shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”);

WHEREAS, the Board of Directors of the Company has approved the offer, issuance and sale (the “Underwritten Offering”) of up to $200,000,000 of Shares under the Registration Statement, which includes up to 15% of such Shares that may be sold pursuant to an exercise of an overallotment option by the Underwriters (defined below);

 

 

 

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WHEREAS, in connection with the proposed Underwritten Offering, the Company would enter into a customary Underwriting Agreement with Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc., as Representatives of the Several Underwriters party thereto (the “Underwriters”) (the “Underwriting Agreement”), pursuant to which the Company would be required to represent that any person to whom the Company has granted registration rights has agreed not to exercise such rights until after the expiration of the Lock-Up Period referred to in Section 5 of such Underwriting Agreement;

WHEREAS, Section 2.2 of the Backstop Registration Rights Agreement requires that the Company promptly deliver a written notice (the “Piggyback Notice”) to all of the Holders if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of Registrable Securities and such notice shall offer the Holders the opportunity to include in such Registration Statement the number of Registrable Securities as such Holder may request (a “Piggyback Registration”);

WHEREAS, each of the undersigned is a party to the Backstop Registration Rights Agreement and pursuant to Section 3.9 of the Backstop Registration Rights Agreement, may, for itself only, waive compliance with any of the agreements or conditions for the benefits of such party contained in the Backstop Registration Rights Agreement;

WHEREAS, concurrently with the execution of this Letter Agreement, the Holders signatory hereto also contemplate entering into a customary Lock-Up Agreement for the benefit of the Underwriters (the “Lock-Up Agreement”);

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the parties hereto agree as follows:

1.

Solely with respect to the Form S-3 Filing and the Underwritten Offering, each of the Piggyback Notice and the Piggyback Registration obligations of the Company, which require, among other things, the Company to provide written notice to the Holders at least fifteen (15) days prior to filing the Registration Statement of such filing and provide such holders a right to Piggyback Registration and ten (10) days to respond to such written notice, are hereby waived by the undersigned, as Holders under the Backstop Registration Rights Agreement, in all respects.

2.

Each of the undersigned, as Holders under the Backstop Registration Rights Agreement, shall not exercise any registration rights provided by the Backstop Registration Rights Agreement, including any Piggyback Registration, until after the earlier of (a) the expiration or termination of the Lock-Up Period referred to in Section 5 of the Underwriting Agreement , (b) the abandonment, cancellation or termination of the Underwritten Offering and (c) August 15, 2015 if the Underwriting Agreement has not been executed and delivered.  To the extent the Lock-Up Period referred to in paragraph (a) above is extended beyond the period which the Holders have agreed to not exercise any registration rights provided by the Backstop Registration Rights Agreement pursuant to the Lock-Up Agreement, the Company will provide prompt notice of the expiration or termination date referred to in paragraph (a).

 

 

 

 

 

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3.	Aside from the waiver set forth in Items 1 and 2 above, the terms of the Backstop Registration Rights Agreement shall remain in full force and effect in all respects.

4.	This Letter Agreement may be executed and delivered in multiple counterparts (via mail, facsimile or other electronic transmission), each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

[signature pages follow]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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IN WITNESS WHEREOF, the undersigned have caused this Letter Agreement to be duly executed as of the date first set forth above.

	GREEN BRICK PARTNERS, INC.
	By:	/s/  Richard A. Costello                            Name:Richard A. Costello Title:CFO

 

 

 

 

 

 

 

 

 

 

 

 

 

Signature Page to Letter Agreement Regarding Waiver of Registration Rights

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	THIRD POINT PARTNERS L.P.
	By:	Third Point LLC, the investment manager
	By:	/s/ Josh Targoff                                      Name:  Josh Targoff Title: Chief Operating Officer and General Counsel
	THIRD POINT PARTNERS QUALIFIED L.P.
	By:	Third Point LLC, the investment manager
	By:	/s/ Josh Targoff                                      Name:  Josh Targoff Title: Chief Operating Officer and General Counsel
	THIRD POINT OFFSHORE MASTER FUND L.P.
	By:	Third Point LLC, the investment manager
	By:	/s/ Josh Targoff                                      Name:  Josh Targoff Title: Chief Operating Officer and General Counsel
	THIRD POINT ULTRA MASTER FUND L.P.
	By:	Third Point LLC, the investment manager
	By:	/s/ Josh Targoff                                      Name:  Josh Targoff Title: Chief Operating Officer and General Counsel
	THIRD POINT REINSURANCE COMPANY LTD.
	By:	Third Point LLC, the investment manager
	By:	/s/ Josh Targoff                                      Name:  Josh Targoff Title: Chief Operating Officer and General Counsel

 

 

 

 

Signature Page to Letter Agreement Regarding Waiver of Registration Rights

 

Execution Version

LOCK-UP AGREEMENT

June 25, 2015

Green Brick Partners, Inc.
2805 Dallas Parkway, Suite 400
Plano, TX 75093

Credit Suisse Securities (USA) LLC

Citigroup Global Markets Inc.,
As Representatives of the Several Underwriters,

c/o Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, NY 10010-3629

Citigroup Global Markets Inc.
390 Greenwich Street
New York, NY 10013

Ladies and Gentlemen:

As an inducement to the several underwriters (the “Underwriters”) to execute the Underwriting Agreement (the “Underwriting Agreement”), pursuant to which an offering (the “Public Offering”) will be made of the common stock, par value $0.01 per share (the “Securities”), of Green Brick Partners, Inc., a Delaware corporation (including any successor (by merger or otherwise) thereto, the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Citigroup Global Markets Inc. (together with Credit Suisse, the “Representatives”). In addition, the undersigned agrees that, without the prior written consent of the Representatives, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities.

 

 

 

 

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The initial Lock-Up Period will commence on the date of this letter agreement (the “Lock-Up Agreement”) and continue until and include the date that is 90 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless the Representatives waive, in writing, such extension.

The undersigned agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Lock-Up Agreement during the period from the date of this Lock-Up Agreement to and including the 34^th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired.

Any Securities received after the date hereof (including those received upon exercise of options granted to the undersigned) will also be subject to this Lock-Up Agreement.  Any Securities acquired by the undersigned in the open market after the date of the Underwriting Agreement will not be subject to this Lock-Up Agreement, provided that, with respect to any sale or other disposition during the Lock-Up Period of Securities acquired on the open market, (1) no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), reporting a reduction in ownership of the Securities shall be required or voluntarily made during the Lock-Up Period, and (2) the undersigned does not otherwise voluntarily effect any public filing, report or other disclosure regarding such transfers.

Notwithstanding the foregoing, the undersigned may transfer the Securities if such transfer is:

(i) as a bona fide gift or gifts;

(ii) by will or intestate succession;

(iii) to a family member or trust for the benefit of the undersigned or a family member;

(iv) if the undersigned is a corporation, partnership, limited liability company or other business entity, part of a distribution, transfer or other distribution to (a) its general or limited partners, members, stockholders or other equity owners, (b) such entity’s parent or to any subsidiary of such entity, (c) any investment fund or similar entity controlled or managed by any such entity, its parent or any subsidiary thereof, or (d) any other entity under common control with the undersigned (for purposes of this paragraph, “parent” shall mean, with respect to any person, any other entity that owns, directly or indirectly, capital stock of or other equity interests in such person having more than 50% of the ordinary voting power in the election of such entity’s directors, managers or similar persons, “subsidiary” shall mean a “majority owned subsidiary” as defined in Rule 405 under the Securities Act of 1933, as amended, and “control” shall mean having the power to elect or appoint a majority of the board of directors or managing members of the person or entity or to direct or cause the direction of management or policies of a person or entity, whether by holding voting securities, by contract or otherwise);

 

 

 

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(v) the transfer of the Securities or any securities convertible into the Securities upon a vesting event of the Company’s securities or upon the exercise of options or warrants to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis, or the disposition of Securities to the Company to satisfy tax withholding obligations of the undersigned in connection with such vesting or exercise; or

(vi) the transfer, sale, tender or other disposition of the Securities (or any security convertible into or exercisable or exchangeable for the Securities) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the Securities involving a change in control of the Company (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of the Securities (or any security convertible into or exercisable or exchangeable for the Securities), or vote any Securities in favor of any such transaction); however, in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Securities owned by the undersigned shall remain subject to the restrictions contained in this Lock-Up Agreement;

provided, however, that:

(A) in the case of clauses (i)-(iv), it shall be a condition to the transfer that (1) the transferee execute an agreement stating that the transferee is receiving and holding Securities subject to the provisions of this Lock-Up Agreement, and (2) any such transfer shall not involve a disposition for value; and

(B) in the case of clauses (i)-(v), it shall be a condition to the transfer that (1) no filing under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of the Securities shall be required or voluntarily made during the Lock-Up Period, and (2) the undersigned does not otherwise voluntarily effect any public filing, report or other disclosure regarding such transfer; except for, (a) solely in the case of clause (v), a required filing on Form 4 in connection with a forfeiture to the Company to cover tax obligations of the undersigned in connection with a vesting event, as long as at least two business days notice is provided to the Representatives prior to such proposed filing, the filing shall report such transfer using transaction code “F” and shall include a footnote that such transaction was undertaken solely to satisfy such tax obligation, and (b) solely in the case of clause (iv), a required filing on Form 4 in connection with such distribution or transfer, as long as at least two business days notice is provided to the Representatives prior to such proposed filing and the filing shall include a footnote that such distribution was to a distributee or transferee permitted under clause (iv) and (A) did not involve a distribution for value and (B) did not result in a reduction in the beneficial ownership of the Securities of the undersigned and the entities under common control with the undersigned, when considered on an aggregate basis.

 

 

 

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In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Securities if such transfer would constitute a violation or breach of this Lock-Up Agreement.

The undersigned further agrees that the foregoing restrictions in this Lock-Up Agreement shall be equally applicable to any Securities the undersigned may purchase in the above-referenced offering.

This Lock-Up Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned.  This Lock-Up Agreement shall lapse and become null and void upon the earliest to occur of (i) the date on which the Company informs the Representatives in writing prior to the execution of the Underwriting Agreement that the Company has determined not to proceed with the above-referenced offering, (ii) the termination of the Underwriting Agreement (other than the provisions thereof that survive termination) prior to payment for, and delivery of, the Securities and (iii) August 15, 2015 if the Public Offering Date shall not have occurred on or before such date. This Lock-Up Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

[Remainder of page intentionally left blank]

 

 

 

 

 

 

 

 

 

 

 

 

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	Very truly yours,
	THIRD POINT PARTNERS L.P.
	By:  Third Point LLC, the investment manager
	By:  /s/ Josh Targoff                                            Name:  Josh Targoff Title: Chief Operating Officer and General Counsel
	THIRD POINT PARTNERS QUALIFIED L.P.
	By:  Third Point LLC, the investment manager
	By:  /s/ Josh Targoff                                            Name:  Josh Targoff Title: Chief Operating Officer and General Counsel
	THIRD POINT OFFSHORE MASTER FUND L.P.
	By:  Third Point LLC, the investment manager
	By:  /s/ Josh Targoff                                            Name:  Josh Targoff Title: Chief Operating Officer and General Counsel
	THIRD POINT ULTRA MASTER FUND L.P.
	By:  Third Point LLC, the investment manager
	By:  /s/ Josh Targoff                                            Name:  Josh Targoff Title: Chief Operating Officer and General Counsel
	THIRD POINT REINSURANCE COMPANY LTD.
	By:  Third Point LLC, the investment manager
	By:  /s/ Josh Targoff                                            Name:  Josh Targoff Title: Chief Operating Officer and General Counsel

 

 

 

 

[Signature Page— Green Brick Partners, Inc. Lock-Up Agreement]

 

 

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	Very truly yours,
	/s/ Daniel S. Loeb                                       Daniel S. Loeb

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Page— Green Brick Partners, Inc. Lock-Up Agreement]

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	Very truly yours,
	THIRD POINT REINSURANCE (USA) LTD.
	By:	/s/ Thomas C. Wafer
		Name:  Thomas C. Wafer
		Title:  President