UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB APPROVAL
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OMB Number:3235-0145
Estimated average burden
hours per response… 10.4
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Green Brick Partners, Inc. (f/k/a Biofuel Energy Corp.)
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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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Greenlight Capital, Inc.
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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July 1, 2015
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(Date of Event Which Requires Filing of this Statement)
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1
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Names of Reporting Persons.
Greenlight Capital, Inc.
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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
17,191,821
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
17,191,821
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
17,191,821
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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)
35.6%
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14
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Type of Reporting Person (See Instructions)
CO
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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
6,926,847
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
6,926,847
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
6,926,847
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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)
14.3%
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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
3,466,793
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
3,466,793
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,466,793
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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)
7.2%
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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
3,460,054
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
3,460,054
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,460,054
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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)
7.2%
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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
0
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8 Shared Voting Power
24,127,590
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
24,127,590
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
24,127,590
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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)
49.9%
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14
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Type of Reporting Person (See Instructions)
IN
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Greenlight Purchaser
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No. Shares
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GCLP
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453,674 |
GCQP
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2,017,093 |
GCO
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3,571,553 |
GGOM
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604,048 |
GGLP
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612,039 |
Managed Account
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1,218,456 |
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1.
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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 Registration Rights Agreement, in all respects.
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2.
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Each of the undersigned, as Holders under the Registration Rights Agreement, shall not exercise any registration rights provided by the Registration Rights Agreement, including such registration rights associated with any Demand Request, any Shelf Request, any Shelf Takedown Notice or 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 and (b) the abandonment, cancellation or termination of the Underwritten Offering.
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3.
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Aside from the waiver set forth in Items 1 and 2 above, the terms of the Registration Rights Agreement shall remain in full force and effect in all respects.
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4.
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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.
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