SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SCHOTTENSTEIN STEVEN

(Last)

(First)

(Middle)

3 EASTON OVAL

(Street)

COLUMBUS

43219

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
M I HOMES INC [ MHO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice Chairman and COO

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	02/17/2006		M		2,192	A	⁽¹⁾	2,192⁽²⁾	D
Common Shares	02/21/2006		S		158	D	$42.16	2,034⁽²⁾	D
Common Shares	02/21/2006		S		100	D	$42.17	1,934⁽²⁾	D
Common Shares	02/21/2006		S		50	D	$42.03	1,884⁽²⁾	D
Common Shares	02/21/2006		S		50	D	$42	1,834⁽²⁾	D
Common Shares	02/21/2006		S		50	D	$42.03	1,784⁽²⁾	D
Common Shares	02/21/2006		S		250	D	$42.04	1,534⁽²⁾	D
Common Shares	02/21/2006		S		100	D	$42.06	1,434⁽²⁾	D
Common Shares	02/21/2006		S		50	D	$42.07	1,384⁽²⁾	D
Common Shares	02/21/2006		S		100	D	$41.89	1,284⁽²⁾	D
Common Shares	02/21/2006		S		150	D	$41.77	1,134⁽²⁾	D
Common Shares	02/21/2006		S		50	D	$41.51	1,084⁽²⁾	D
Common Shares	02/21/2006		S		100	D	$41.5	984⁽²⁾	D
Common Shares	02/21/2006		S		100	D	$41.52	884⁽²⁾	D
Common Shares	02/21/2006		S		884	D	$41.3	0⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock⁽³⁾	⁽⁴⁾	02/17/2006		M			2,192	02/17/2006	02/17/2006	Common Shares	2,192	⁽³⁾	4,663	D

Explanation of Responses:

1. Common Shares acquired pursuant to 1-for-1 exchange of Phamtom Stock units (see Table II).

2. Steven Schottenstein also indirectly owns 905,800 Common Shares as sole manager of IES Family Holdings, No. 4, LLC, an Ohio limited liability company.

3. The Phantom Stock units accrued from time to time under the M/I Homes, Inc. Executives' Deferred Compensation Plan (the "Plan") in lieu of cash payment of a portion of the reporting person's annual bonus for fiscal year 2002. All such Phantom Stock units were accrued for the reporting person's account based upon either the (i) average of the closing prices of the Common Shares on the New York Stock Exchange on the last business day of each calendar quarter during the year preceding allocation of the Phantom Stock units to the reporting person's deferred compensation account under the Plan, or (ii) closing price of the Common Shares on the New York Stock Exchange on the date of allocation of such Phantom Stock units to the reporting person's deferred compensation account under the Plan.

4. 1-for-1

Remarks:

	Phillip G. Creek, attorney-in-fact for Steven Schottenstein	02/22/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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